Lost Memories
by KJmom
Summary: Willow is lost and alone, or is she? Begins in season 6. Spillow
1. Hiding

**A/N: A special thanks to WackyBroadwayNightmare for beta'ing this for me!**

He left his crypt the very moment the sun slipped below the horizon. He didn't have a particular destination in mind, just somewhere less accessible when she came looking for him. He needed time to think. He had a lot of that to do, most likely more than he could do in one night, and it would surely be only one night. He knew he wouldn't find the determination to avoid her any longer than that. No, sunset tomorrow would find him pacing his crypt listening for the first hints of her approach.

What had his unlife come to? Running and trying to hide from the slayer - and she wasn't even trying to dust him. She just wanted to shag him senseless. But he was avoiding her, why? She didn't love him; she didn't even really care about him. She thought he was just an "evil soulless thing". Maybe she was right, after all, he'd spent the last few years declaring his evilness at every turn. He was Spike, The Big Bad, William the soddin' Bloody for christsakes. Yeah, and lately all he'd been was the slayer's lapdog, a nancy boy of Angel's proportions.

If he didn't have the bloody chip in his head, he could kill them all and be done with it. But that wasn't true and he knew it. He _could _have killed her, but he didn't even try. He could have easily packed up and left the rest of them while she was dead, but the thought hadn't even crossed his mind.

He had stayed and watched after the nibblet, just like he told her he would. He hadn't promised to help her friends, but he knew she would have wanted him to, so he had. The Big Bad reduced to a bloody babysitter. All that with no hope of having her, all that even after she was long buried, but it still hadn't been enough.

She was using him and he knew it. What the hell was he doing? He should be taking advantage of every second she was giving him. And he would- just not tonight. He told himself that it was to teach her a lesson. _He_ was in charge, they would play by _his_ rules. But even as those thoughts played across his mind, he knew them to be lies. The truth was that he was damned tired of her games.

He wanted to feel desired, wanted to feel _worth_ something; he wanted to feel a passion not fueled by hate. He needed to be wanted. He wanted to hold and be held. He wanted to give _and_ take. He wanted warmth, love and tenderness. He knew none of those things would ever come from her; she hadn't come back right. She wasn't the girl he had fallen in love with, so why couldn't he stop loving her?

He'd been aimlessly wandering for a while, lost in thought and a desire to avoid all things slayer related. He didn't notice that he was nearing the Magic Box and was taken by surprise when his arms were suddenly filled with a warm body.


	2. Running

She came to the shop tonight looking for a little companionship. Since Tara left she had been more than a little lonely, and tonight she was bored. Being bored didn't use to bother her, but that was before the addiction. Trying to suppress the magic mojo was even harder when boredom was a factor. Tara didn't understand that. She didn't know how much Willow needed her right now. This was hard anyway and without Tara, it seemed almost impossible.

She usually enjoyed being with her friends, but since the magic overload, things had changed. She'd been stupid to come here she realized. They tried to act normal, she couldn't fault them there, but they kept looking at her like she might explode.

They were trying to help, she was certain, but they just weren't. Everyone was avoiding making eye contact, and when she did catch someone looking at her, there was so much pain and accusation (not to mention guilt on her part), she had to look away. She couldn't sit there any longer - she had to get out _now. _She packed up the books she'd brought, along with her laptop and jacket and stood to leave.

"Hey Wills, where ya going?" Xander asked when he noticed her rushing to the door.

"Just a little tired. Going home to chill out and watch a movie or something."

"Hey, I'll come with," she had to smile at that. He was always trying to rescue her, even if he wasn't sure how. "We'll stop by the store for some popcorn and some form of chocolatey goodness."

"No, that's Okay, Xan. Stay here with Anya, I think I'd rather be alone right now." She headed for the door. She didn't need chocolate right now and probably the last thing she wanted was aloneness. She needed someone to understand her. She needed someone to forgive her the horrible things she had done and what she had almost become. She needed a little love and comfort. But most importantly, she needed someone to just accept Willow, not for who she'd once been, or who she might one day be, but just plain right now Willow.

She wasn't paying attention as she swung the door open and stepped right into a stone wall. A wall that smelled familiar - tobacco, whiskey, and leather.


	3. Meeting

"Spike..... sorry, wasn't paying attention." Why was he still holding her?

"What's the rush, Red? Another apocalypse?" She felt so good against his cold skin that he finally had to force himself to release her.

"No, I.........I just had to get out of there." She wasn't sure what brought forth the honesty, but he was looking at her as if he understood, like maybe he felt the same way.

"Still holding grudges, yeah?" He fell into step beside her.

"Huh? Oh no, not really just....... well, maybe, yeah. I didn't mean to go all crazy, and I know I've got a problem. I'm doing my best to get better and make amends, but it's hard to do when they keep expecting me to fail. Oh, why am I even telling you this? Not like you understand, or even care."

She expected him to storm off in a fit of anger at her words - instead he put his arm around her waist drawing her closer as they walked. Her first thought was to brush him off, but oddly enough she found the contact reassuring, and let it be.

"We've got a lot more in common than you might think luv." He'd thought she would give him the what for when he embraced her, but to his astonishment, she snuggled in closer. That was just fine with him, having her there, that close, felt....... nice. He pushed his luck and leaned in to smell her hair.

"Did you just sniff me?" What was he doing? She was almost sure he was up to something - acting all caring and understanding - but it felt good, and right now it was what she needed.

He almost let his habitual defensiveness take over, but fought it back, favoring the truth.

"Yep, completely edible."

She came to a dead stop and turned to face him. "Chip still working?"

She didn't look scared, just a little hesitant. Her lack of fear confirmed his. The weren't afraid of him anymore, and maybe that was okay. Didn't really think he'd hurt any of them if he could. Well, might take a bite out of droopy boy, but just for shits and giggles.

"Well, I haven't tested it in a while, but, far as I know. Just a bad choice of words, pet, but, hey - vampire."

She leaned back into him and continued to walk, "So, what do I smell like?"

He took another deep breath. "Apples and spice with a hint of magic."

"You can smell _magic_? I haven't used any magic in days."

"Don't have to luv. It's part of you. I can smell it just as easily as your shampoo and soap. It's in your blood.

"What does it smell like?"

"It's......." Best not be too honest. "Intoxicating" Oh, what the hell, "You could bottle it and sell it as an aphrodisiac - Essence of Willow."

"Ha - Ha, funny man."

"So, where we going, Red?"

"Home"

"Mine or yours?"

"You're on a roll tonight, ever consider stand-up?"

"The spotlight doesn't do much for my complexion I'm afraid. So, it's Friday night and you're headed home, to what? Spend some time with the Nibblet and the Slayer?"

"No, Dawn's staying with a friend for the weekend and Buffy's on patrol. She's been staying out later and with Dawn not there, she probably won't be home 'til morning."

She'll be home earlier than that tonight, with the lack of a playmate and all. "Red, you're _not_ going to go home and mope. You're going to go home, drop your things and you and I are going to the Bronze."

He surprised himself with the order, but was even more surprised with her response.

"Okay." Not even a trace of reluctance in her reply.


	4. Dancing

They sat in a dark corner of the room, as far from the band and as private as possible. They each nursed a beer, but neither spoke. She was holding his hand. Not the loose cupped handhold of a friend, but a tight intertwined grasp more like a lover. Her small frame rested against his arm. Though there was nothing particularly intimate about their position, holding her hand was more comforting than _anything_ he did with the slayer.

He knew why she wasn't speaking, but he wished he knew what was going on in her head. He wasn't sure why he'd laid his pain and humiliation out for her. Somewhere between the Summers' residence and the Bronze, he's just dove in. He'd filled her in completely on the chain of events that had put him on that sidewalk to catch her. She'd let him talk never once interrupting him, blaming him, or - and this was the most important- laughing at him. Maybe that was why it'd been so easy to reopen his wounds for her. She hadn't even mentioned the fact that he was beneath her friend and unworthy of the love and affection he so deeply craved.

Now she was just sitting there, staring into the crowd. He didn't really think she was seeing any of them, it was more like she was looking through them. He knew she was deep in thought, but about what? He wasn't sure. He knew the kind of tangents her mind could take if left to it's own devices. It was very likely she was no longer thinking of him, or even Buffy. She could very well be simply pondering the fates of the dinosaurs who'd once roamed the earth.

Why wasn't he talking? Goddess knows he hadn't had a problem being forthright just moments ago. He'd dropped a bombshell that had her mind reeling and now he was sitting there as if nothing were any different.

She knew that Xander would be upset that Buffy was sleeping with the "evil undead", but that's not what was bothering her. Buffy was using Spike, hurting him in the most cruel way. She had taken his devotion and love for her and had turned it against him. Spike had almost single-handedly kept them alive and mostly unharmed while Buffy was gone and this was how she'd decided to repay him?

_Gone?_ Uh, no, Buffy hadn't simply been "out to lunch", she'd been dead. Willow had brought her back, pulling her from heaven in the process. She'd caused all of this, it was all her fault.

To speak or not to speak - that was the question. Ah, bloody hell, he'd never been one to keep his mouth shut for long.

"Red?"

There were tears in her eyes when she looked at him. He wasn't sure if they were for him or herself. Hell, maybe they were for Buffy. Didn't matter much though, he'd brought her here to cheer her up, and now she was crying. There was a time when her tears would have pleased him, but things had changed, _he_ had changed.

"Spike, I…."

"Nope, don't say it, let's dance"

"Dance?" She was confused. He wasn't mad at her? Didn't he realize she was to blame for everything? And, Spike? Dancing? Yes, very confusing indeed.

"Yes luv. You, me, dance floor, moving to the beat, holding each other close?" This was starting to sound more like a seduction rather than a simple friendly offer. If she noticed or if it bothered her, she didn't comment.

"Sure, that's something I want to see."

Oh, a small smile. Not quite the normal ray of Willow sunshine he was used to. It didn't reach her eyes, but it was a start. He wasn't sure at what point tonight her smile had become important to him, but he was determined to help her find it.

He led her a little closer to the band but not into the crowd or out of the shadows. He wondered how he was supposed to hold her. She looked as if she needed to be held close and tight, if only to keep her from falling apart. Could he handle the rejection he might see in her eyes if he misjudged the boundaries of their……. whatever this was?

Her turned to face her, keeping her right hand in his left and placing his other on her waist. The song was slow and his movements were almost delicate. He was guiding her in an old fashioned waltz, but he was making slight adjustments so that they wouldn't look out of place in the small club. Sure, he had the coordination - vampire - but she was amazed with the gentle and beautiful way he was leading her. Surely someone as evil as he claimed to be could not be this graceful on the dance floor. Only one thing could make this moment more perfect. There was about a foot of space between them and it was entirely too much. She wished he would pull her closer, but as one song turned into the second, she decided to take matters into her own hands.

The little redhead caught him off guard when she stepped closer. Their bodies weren't quite touching, but just a tiny move forward on his part changed that. He was thoroughly pleased when she didn't cringe at the contact. He didn't even sense any tension, it seemed she needed this as much as he did. He suddenly realized just how beautiful she was. For years he'd thought of her as nothing more than the slayer's mousy sidekick. Now though, she was all grown up. When had she become the amazing, sexy woman he saw now?

She was completely relaxed in his arms, her head resting on his chest. He idly wondered if not hearing his heart beat was disturbing to her. He couldn't believe she was this at ease with him, especially being as close as she was. He'd put her through hell over the years.

He'd kidnapped her, threatened to kill her, _tried_ to kill her, and then spent the last couple years making vague threats aimed at the lot of them. Yet, here she was looking to him for friendship and understanding. Yeah, a lot had changed.

He was on cloud nine right now. Nothing could ruin this or drag him away from the wonderful creature in his arms. Bloody slayer herself couldn't even make him give this up, either by threat of pain and torture or the promise of mingling bodies. They were really one and the same now anyway, right? Curiously enough, in his current position, thoughts of Buffy didn't excite him. But this? He looked down into striking green eyes, a bloke could get used to this.

She met his gaze with a sharp gasp. There was so much fire and intensity in his eyes. The blue trimmed ever so slightly in gold made her wonder if his demon was trying to come out to play. It stirred something deep inside her and moved her in a way she'd never experienced before.

The atmosphere around them shifted the moment their eyes met. Later he wouldn't know what made him do it, he'd only know he had no control. There was no thought process involved, only raw need and desire. As he leaned down to bring his lips to hers, she pushed up on her toes. They met with a breathtaking jolt of electricity that stunned even him. She was out of his arms and running for the door almost before the kiss had even started. Bloody hell, he'd screwed up and it wasn't even really his fault.


	5. Kissing

Goddess, what was she doing? Kissing someone who wasn't Tara? Kissing someone who was sleeping with her best friend? Kissing Spike? The answer was D of course, all of the above. She couldn't have Tara, so what? She'd settle for the first person to hold his hand out? HIS!? What was that about anyway? She was gay now. GAY! No boys allowed, besides Spike was a vampire. Not really evil though. He couldn't even hurt a human now.

That was only because of the chip though, right? She wasn't so sure about that, Spike had changed a lot after Buffy had died. He'd stuck around when he could've easily left them to their fate, and the way he looked after Dawn, well that was something. Really, she could do worse she supposed. Spike was sweet once you got past all the vampiry "grrr wanna rip your throat out" stuff. And really, he was sexy as hell. Whoa, where did _that_ come from?

She was pacing the sidewalk outside. He was sure she was going to walk a trench right in the middle of it. She was deep in thought with a very puzzled looked on her face. He'd thought she'd run all the way home. He'd only followed to see that she got there safely, he'd surely get up close and personal with Mr. Pointy if anything happened to Red on his watch. That's what he told himself as he watched the redhead stalk back and forth.

Again, he found himself wondering what was going on in her head. Was she more upset with herself or him? They'd really done nothing wrong, but she wouldn't see it that way. She was probably thinking about the Slayer and Glenda right now.

"Spike, I'm so sorry. I don't know what that was, but it shouldn't have happened. I'm such an idiot. You're being so nice, confiding in me, treating me like a real friend. But, here I am, throwing myself at you like…… like Slutty McSlut."

Slutty McSlut? "'S alright luv, we're both guilty. Come on, I'll walk you home."

"No, you should make me walk home by myself. Let me be dinner for the first hungry baddie that comes along."

"Whatever you say, pet."

"No, Spike, wait. Please walk me home?"

He grinned and took her hand. He wasn't planning to let her go alone anyway. He'd have circled around and followed her without her realizing it. But, it was nice to hear her ask, and so politely too. Yeah, this was turning out to be a right fine night.

She walked with her arm through his, to the unaware observer she probably looked very relaxed. Truth be told, she was strung so tight she could hardly breathe. She didn't know why she'd kissed him, but at the time it'd been the only thing she _could_ do. That worried her, but not nearly as much as the fact that she wanted to do it again.

It felt good to walk with her like this. Felt better than being with Buffy, even better than being with his Dark Goddess. Honestly, no woman had stirred such human emotion in him since Cecily. Of course, he'd _been_ human then, but now? Bloody hell, he didn't _love_ the chit did he? No, but the way it had felt to kiss her? He'd better be careful with this one, feeling like that could be hazardous to his sanity. Still…. It wouldn't be so bad to kiss her just one more time.

As they neared the house on Revello Dr. his vamp senses were in overdrive looking for any clue that the slayer might be around. He didn't want to see her tonight anyway, but possibly the _last_ thing he needed was for her to catch him with Red. He didn't smell her anywhere nearby outside, and the only heartbeats inside the house belonged to a few rodents.

"OK, well thanks for walking me home." Willow stopped walking and turned to face him. "You'd better go. If Buffy's home she won't exactly be thrilled by our… togetherness. Well, I mean….. not _together_ together, but as in here, in the same place, at the same time and _not_ by accident- together."

She was nervous, he liked that, and for the first time in a very long time, he was thrilled that it wasn't fear making her feel that way.

"Not home pet, no one is. Think that means I can walk you all the way to the door." Maybe even a little farther…..

"Oh, sure, ok, yeah, all the way to the door." _Goddess please help me behave myself_.

He propped himself on the front of the house as she fumbled looking for her keys and unlocking the door. Would she run inside without a backward glance? Would she thank him for a lovely evening and slam the door in his face? Or could he possibly hope there might be more? He heard the lock click open, the moment of truth had arrived.

What should she do? On the sidewalk, she'd had it all figured out. Thank him for walking her home and say goodbye. Simple, but now? Standing in front of the door with him looking at her almost expectantly? Did he want to come in, or was he just waiting for her to get safely inside? Even more important, what did _she_ want? She knew the answer to that one, even if it wasn't sensible.

"Do you want to come in" She looked uncertain. About her offer, or about his reply?

"You sure pet? What about the slayer?"

Of course, how could she be so dense? He didn't want to come in with her, he had Buffy.

He'd probably changed his mind about avoiding her tonight. He wanted to get back to his crypt in case she came looking for him.

"Oh right. She might be waiting for you. You'd better get back."

_What?_ She though he was worried about missing his slayer shag-fest?

"No, told you luv, don't want to see her tonight. Though, I could probably deal with that little inconvenience if it means you might accidentally kiss me again."

"_Me _kiss _you? _It was more like a mutual….. activity."

"Yes Red, _very _mutual." Well now, _that_ was interesting. She hadn't assured him it wouldn't happen again. "Now, am I staying or leaving?"

Just so that there was no confusion about his desires, he placed one hand lightly on her hip and used the other to tilt her head up. He kissed her very softly. He let his face hover inches above hers. It was her choice, she could either push him away or return the favor.

His kiss was so gentle. Even Tara's kisses hadn't felt like that, or at least never made her heart try to jump out of her chest.

She looked into his eyes for a moment that seemed, at least to him, to stretch into eternity. Finally she returned his kiss with a passion that consumed them. He burned so hot that he briefly wondered if he was in danger of bursting into flames.

Picking her up with one arm around her waist, he pushed the door open and carried her in without losing contact with her lips or her body. He closed the door behind them and pinned her to it. He wasn't holding her with any real force, but she wasn't trying to escape. He only pulled away when he realized her lack of oxygen had become a problem.

No, no, no, why did he do that? She wanted those lips back where they belonged, on _hers._ Oh, she needed to breathe, he wasn't stopping, only trying to keep her from passing out. His mouth was on her cheek, her ear, her neck. A thick fog of desire was starting to cloud her mind. The only thought that fought it's way to the surface was that they shouldn't be doing this - here. They'd be less likely to get caught in her room.

"Spike" It came out much more like a moan than an actual attempt to say his name.

He continued kissing her and was now working his way along her collar bone.

"Spike, please…" Mmmm now he was back up to her jaw line and right there, in that perfect spot behind her ear. Goddess, that felt good. She had to stop him right now while her brain was still trying to function.

"Spike, you have to stop for a minute."

He stopped kissing her suddenly, and tried to hide his disappointment. "Sorry luv, got carried away." He tried to step away from her, but she grabbed him by the waist and held him in place.

"No, I wasn't complaining, I was just thinking we should go upstairs."


	6. Wanting

Time almost seemed to stop for the vampire. He was at a crucial crossroads, not quite at the point of no return, but the moment was quickly approaching. He was still staring into the deep green pools of her eyes. The air was thick with her arousal and mixed with her naturally alluring scent, it was quite an experience. Just the mingling smells were enough to have him fighting for control. Combined with the warmth and willingness of her body, that control was starting to slip.

So, why wasn't he pulling her upstairs to shag her mindless? Later, looking back, he'd be certain that his feelings for Buffy had caused the moment of doubt. But, right here, right now, he knew the truth. It wasn't Buffy stopping him, it was fear. He was scared of the regret that Red would surely feel once it was all said and done. He had too many regrets to deal with right now - none of them his own - he wasn't sure if he could carry the burden of anymore.

Yep, huge changes ladies and gentlemen, the Big Bad had gone soft. Not that he'd ever admit that outside the safety of his own head, but it was true nonetheless.

Here she was, offering herself to a self proclaimed evil vampire, and he was the one hesitating. He was looking at her like she'd lost her mind. Heck, maybe she had.

Maybe he just didn't want her. That wouldn't be a big surprise now would it? Oz hadn't wanted her or loved her enough to stay. At the first sign of trouble, Tara had bolted. If they didn't want her, and supposedly they both loved her, then why would he? He was in love with her best friend, he didn't give a rat's patootey about silly little Willow.

"Just forget it Spike. I don't know what's going on with us tonight, but if it will be easier for you, just leave. It's not your responsibility to fix me, and it's not your fault I'm lonely." She stepped out from between him and the door and reached for the handle. Before she could fling it open, his hand was on hers - darn vampire super-speed.

"I'm lonely too, pet." He wondered if she realized how much that admission had cost him. Pride and dignity to name a couple things.

"So…….?" She let the tentative half-question hang in the air.

"So……. We'd be less lonely together, right? You said something about upstairs?"

They walked hand in hand up the stairs to her room. She opened the door and for a moment he though it might well be the gateway to heaven. The smell was just amazing. There was a very faint vanilla scent that was definitely the lingering memory of Glenda. But, that was greatly overshadowed by the power and magic that could only be Red.

He was standing in the middle of the room taking deep burning breaths. He wanted to soak up as much of the manna surrounding him as possible. He looked up into the mirror (not something he did very often, even after all these years, not having a reflection was a little unnerving). At that moment, however, he was thrilled that there was nothing to block his view.

Red was standing about 5 feet behind him gloriously naked, her green dress in a pool at her feet. She was beautiful, all supple curves and silky skin. Long slender neck, round perfectly proportioned breasts, soft in all the places a woman should be soft. He turned to face her and was pleased to see the slight blush that crept up her chest when she met his eyes.

The moment that she moved toward him, every trace of the shy, mousy slayerette disappeared. Suddenly she was bold, secure, and sensual, everything he'd always admired in a lover. She reached out and placed her small hand on the side of his face, brushing his cheekbone softly with her thumb. Once more she looked into his eyes and he could no longer restrain himself. He leaned in and kissed her deeply, pouring into her all the passion and desire she had so quickly built in him.

It wasn't really her he wanted, she knew that. It wasn't her lips or her body he craved. He loved and wanted Buffy, but Buffy didn't love him, wouldn't or couldn't give him what he needed. So, here she was, playing second fiddle yet again to her self-absorbed friend. But, that would just have to be ok. She needed _him_, she wanted _him_, and she'd pay the price, whatever it may be.

His lips played over her jaw and neck and she sighed. His hands gripped her hips, pulling her closer. She was firmly pressed against him and she couldn't stop the moan that escaped her lips. He may have wanted Buffy, but she could feel the affect she was having on him. Being that close to him caused every coherent thought to slip from her mind.

She didn't even have time to feel guilty about being unfaithful to Tara. In fact, since the moment their lips touched, Tara had been nothing but a distant memory. Maybe that was a stretch, because truthfully, right then, Tara didn't even exist. There was only Spike and

Willow, sole inhabitants of a paradise of their own creation.

Tara. He was sure that was where Willow was. It was he who held her, he who was kissing her, but for Willow there was only Tara. That hurt, maybe more than it should, but damn it, he wanted her here with him. He wanted, no he _needed_ her - _someone_ - to know that he was capable of love and tenderness. He could give pleasure that wasn't rooted in pain.

She slid his jacket down his shoulders and he caught it and tossed it unceremoniously onto the chair behind him without even pulling away from her. He thought he might die - again - when he felt her fingertips brushing his sides as she pulled his shirt off. Her hands were so warm, and more gentle than anything he was used to.

Her hands moved over his chest, painting an invisible masterpiece over the planes of his body and he was lost. There wasn't another thought of Tara. Thoughts of Buffy had ceased to plague him the minute he saw Red naked. There was only one woman in this world right now. Willow was all he thought, felt, or needed. Willow was all he wanted.


	7. Reflecting

"_Don't hide from me."_

"_I wish you didn't have to leave"_

The words were still swirling around in his head hours after leaving her. Two simple sentences, that's all. Eleven words that meant more to him than any gift he had ever been given. Meant more to him than maybe even his sorry excuse for a "relationship" with Buffy.

He'd been trying hard to keep his human guise in place. He'd learned the hard way that a moment's loss of control would mean a sudden end to the "festivities" where the slayer was concerned. She'd noticed almost the instant that keeping the demon at bay had become almost impossible. She placed a gentle but firm hand on his chest, effectively stilling him and forcing him to focus on the words coming from her mouth rather than the feel of her body beneath him.

"Don't hide from me. Do whatever you want with _her, _but _please_ don't hide from me."

Then she had thrust her hips toward him so forcefully, taking him all the way in so fast that he hadn't been able to control the demon in him. Then she had stopped and taken a tortuously long moment to softly caress his face before roughly dragging her thumb across his left fang and offering the beautiful and intoxicating read droplets up like a sacrifice. The second her blood touched his lips, he knew there was no going back, the demon had taken over, he had just hoped she wouldn't hate the man for it afterwards.

Apparently she had set out tonight to impress and surprise him at every turn, because the acceptance of his demon and the gift of her blood wasn't the most interesting part of his night. The real shocker came just seconds after he'd collapsed beside her, taken a couple unnecessary breaths to regain his composure and moved to get out of her bed and back into his clothes. Before his feet could even touch the floor, she was pulling him back to her, not because she wasn't sated, but because she wanted to hold him. The funny thing was, that only a few months ago he would have laughed at her naiviety. Vampires, do _not_ snuggle. But, obviously he'd changed even more than he realized, because he didn't even argue with her. He just snuggled a little closer to her and silently wondered how long he could stay before a certain blonde came bursting through the door stake in hand.

Forty-five minutes, that's how long he'd dared to stay. He thought she was asleep and had used all his considerable vampire stealth to untangle himself from the covers and the beautiful redhead. As he was getting dressed he was startled by her voice and shocked at the words that flowed shamelessly from her.

"I hate sleeping alone, I wish you didn't have to leave."

"Sorry luv, can't play bed warmer for you, don't think the slayer would like that too much"

"Spike, you can't _ever_ play bed warmer, what, with the being dead and all. Besides, I'm not looking for just anyone to "warm my bed". I wish _you_ could stay, that's all."

No sooner than the words were out of her mouth he was kissing her again. Not nearly as forcefully as he had been earlier, but slowly, softly, sweetly even. Trying to show her just how much all of this affected him. If he'd still been human, he'd have spouted some poetic dribble about hearts and bulges. But, William had been the poet, Spike was a little more physical, a creature of action, so he poured every ounce of his long lost soul into that kiss, and hoped it was enough.

All in one night she had managed to satisfy and intrigue the demon and touch the man in a way no woman ever had and he had to see her again. He just hoped she would be as willing and accepting as she had been tonight.

**It's short and rough guys, and I might make some slight adjustments, but just t o hold you over til I can find a little more time.**


	8. Daydreaming

An hour and a half and she hadn't made it through the first page of the paper that she was writing. A paper that just happened to be due the day after tomorrow. She'd get a few sentences typed and then discover that she'd somehow zoned out for 10 or 15 minutes, completely losing her train of thought and having no clue what she'd even typed last. Of course then she'd have to go back and read what she'd already composed and get back on track for the next few words, and the terrible cycle would start all over again. She just couldn't seem to concentrate. Well that was nothing new lately, now was it? With the magic withdrawals and all, lack of concentration was something she'd grown accustomed to.

What was new however, was the cause of the brain blockage. She wasn't thinking about spells or ingredients, wasn't wishing she could just zap the computer and be done with the damn assignment, hadn't even had the shakes at all today. Her latest source of torment came in the form of one very attractive, if not somewhat narcissistic, vampire. It was very hard to be concerned with assignments and the due dates of said assignments when all her stupid head could produce were images from the previous night's activities. Flashes of platinum blonde hair, ocean blue eyes and marvelous alabaster skin - oh so much beautiful naked skin - had plagued the poor witch since she had opened her eyes this morning. It's a miracle she'd even made it through her classes today and had considered herself extremely lucky not to have been called on in any of them. Leaving her free to replay last night over and over again.

Her desire to see him had been so great that she'd set up her laptop at the Magic Box instead of going home to hide in her bedroom as had been her habit so often lately. She wasn't delusional, she knew _if_ he showed up, it wouldn't be to see her, but at least she'd get to be close to him, for a few minutes. She'd use that time to either confirm that last night had been real, or convince herself it'd been a dream. She'd _almost_ gone home when the sun started to set , _almost_ decided that even if it had been real - and she _knows_ it was - that he wouldn't want to see her again. But then, her mind had drifted back to that kiss. That incredible tender kiss that she had been the recipient of just seconds before he disappeared out her window in a swirl of black leather. That kiss held so much promise, so much honesty. She felt as if he'd laid his heart and soul - metaphorically speaking of course since you can't see a soul and hey, he didn't have one - out for her to touch, if only for a moment.

Last night he had trusted her with so much, the tenderness with which he'd touched her, made love to her, the passion in that final kiss, yep he would most certainly give her hell today. He'd probably walk in here and start right in with his snarky attitude and biting insults, if only to reiterate how evil he can be. Oh goddess, why didn't she just go home? Any other time, any other situation and she could handle it, but not right now, not after last night. She had to get out of here before he barged in and ruined the first ounce of peace she'd found since the night she'd almost killed Dawn. A sudden soft breeze gently ruffling the small hairs on her arm caused her to jerk her head up and instantly she was lost in those remarkable blue eyes, the very ones that had haunted her all day.

"EEP! SPIKE! How'd you get there? Where'd you come from? How long have you been leaning over my shoulder?"

"Let's take it one at a time shall we? Walked, my crypt, and just long enough to see you're not making much progress with your studies. That cover it all?" He sat down in the chair beside her, and oh goddess, his leg was snug against hers and judging by the (incredibly sexy) smirk playing on his lips, it was no accident.

He leaned over ever so slightly and breathed her in. Oh yessss, that's it right there, the scent that had ghosted just out of his reach all day. His Red, the spice, the magic, and oh heaven help him, the arousal. His mind, of it's own accord, dragged every second of the previous night front and center and suddenly he was more turned on that he'd been even at the time. Because now he _knew_. Knew exactly how she felt, how she tasted, how she moaned when he hit that perfect spot that made her eyes roll back in her head, how beautiful she was flushed, naked, and wanton beneath him. He had to get a bloody grip, else Anya was going to get one helluva show.

"Yep, well, hey, I gotta go, you know homework and such. Plus, you know Buffy'll be here soon, and she'll be wanting you……. For the slayage I mean, she'll need your help with the staking. Staking the vampires I mean, you know the evil ones? Not…not that you're not evil cause you are, with the "grrr" and all, but you help us, so that's good, but yeah, I'm just going to stop talking now and get out of the way."

"Oh, don't mind him Wills, you're not in the way, evil blood-sucking fiends don't count."

"Slayer, so nice of you to grace us with your presence." Spike said as he stretched back in his chair, looking extraordinarily cat-like.

"Is he bothering you Willow? Cause, you know I could dust him for ya." Buffy was already reaching for the stake she keeps hidden in her sleeve.

"NO! I mean, uh, no, he's not bothering me, not at all, he was just waiting for you, and I was just leaving."

"Well, if your sure, but hey, if you change your mind, just let me know." With that and one very decidedly evil grin, she headed to the training room to find her favorite axe.

Willow picked up her laptop case and started to stand up when she felt Spike's hand give her thigh a gentle but firm squeeze, his fingers so close to the growing heat between her legs that she almost let a moan slip. She looked over and was startled to see that he wasn't watching Buffy walk away as he was normally incline to do, but was instead staring very intently at her lips.

As the slayer strutted off he looked up to see that Anya had disappeared, probably into the storage room and knew that this was his moment. Never one to let an opportunity like that pass by, he went in for the kill.

So fast that later she wouldn't be sure if it happened at all, he brushed his lips across hers and just like that, he was gone, following Buffy out the back.

**And just because I forgot it in the begining, I own nothing but the plot - and only part of that!**


	9. Feeling

Brutal, there was no other way to describe his encounter with Buffy tonight. Well, there were other words that sprang to mind - vicious, cruel, vile, and the list could go on, but the point being, it had been BAD. They had staked a couple vamps as usual, then staggered - intermittently groping and throwing punches - back to his place for their regular shag-a-thon. So, the night had at least started off normal, if you leave out the fact that he snogged Red. Which, that in and of itself was enough to throw his night off at least a little.

Snogging Willow notwithstanding, he didn't know exactly where things went wrong. Bugger it all, yes he did, he may not want to admit it, but he knew _exactly_, when it all went to shit. It was that damn kiss, that sweet, wonderful, brief but mind-blowing kiss, threw him off his game it did. Made him wish the skin under his hands was hot and soft instead of lukewarm and muscular. Made him want the soft gentle caresses of a willing and enthusiastic lover rather than the hard, rough, and only strictly necessary fondling of a woman hell-bent on destruction - his or hers, didn't matter to her anymore.

So, they'd made it to his crypt, trading blows and both horny as hell, but then he'd made his ultimate mistake. He tried to kiss her. Not that he hadn't kissed her before, but this time he tried to _really_ kiss her. A kiss that wasn't just a means to an end, but a kiss meant to convey emotion, a kiss similar to but not quite as deep as the one he'd given Willow only last night. Buffy was having none of that, and let him know as much, by biting his lip hard enough to draw blood, which - hey, vampire - isn't necessarily a turn off under most circumstances. But with her, it was a warning, a reminder, it was her way of letting him know that he wasn't worthy of what she was giving him and she certainly wasn't going to give anymore. To top it off she'd straddled him hard and fast and was gone before he could even utter a strangled "bye". Oh, he'd gotten off, but it hadn't held the excitement and pleasure he normally found in sex, surely didn't come close to the release he'd experienced with Red.

Now, here he sat on the cold floor of the crypt with his pants around his ankles feeling like the world's lowest scum. That pissed him off. Was a time when he'd have killed her straight out for even daring to presume she could beat him down like this. Just because he'd stupidly and for reasons still unfathomable to him fallen in love with her, she thought she bloody well owned him. Sod it all, who the hell was he kidding, she _did_ own him. It had always been like that with him, fall in love and spend the next hundred years or so having the hell beat out of him every time he turned around. Cecily, Drusilla, Angelus, and now apparently the soddin' slayer, killer of his kind and he'd damn well gone soft for her.

Fuck, he needed a drink. Standing and pulling up his pants in one swift move, he headed for the bottle of whiskey setting on the nearest sarcophagus. Just as his hand closed around the neck of aforementioned bottle, he heard the faintest sounds of a heartbeat and it sounded like it was coming his direction. His first thought was that Buffy was on her way back for round two, and he wondered if he was in for another fast fuck, or if she was just looking to do a little more damage. But no……the heartbeat was much too fast to be her, the only time her heartbeat sped up like that was when she…….well suffice to say he was sure it wasn't her.

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Buffy had breezed through the house just minutes ago, dirty and tired, looking for all the world like she'd just slain an entire nest of vamps. Which is of course what she said had happened, but Willow knew better now. Willow knew exactly where she'd been and would bet that her exhaustion had little to do with actual slaying of vampires and more to do with the humping of a certain blonde vampire.

Her friend had downed a glass of water and retreated upstairs to shower and get some sleep, and Willow knew they wouldn't see hide nor hair of her until morning. It took her all of 5 seconds to justify her sudden desire to see Spike. Stake and holy water in hand she slid silently out the back door and into the inky night.

After all, it was only the friendly thing to do right? Buffy's "patrol" hadn't lasted as long as normal tonight, so that could only mean things with Spike hadn't gone well. Well, as well as they had been anyway, if you can consider their arrangement "good" to begin with.

Lucky for Willow, it seemed to be a quiet night atop the hellmouth and she wasn't accosted by anything evil, slimy, demony, or even undead on the short walk to the cemetery. The most difficult part was going to be knocking on that door. What could she say? "_Oh, hey Spike, thought you might want a midnight snack. So I left the relative safety of the house to walk through Sunnydale after dark to offer you some cookies, which I neither have with me or even have the necessary ingredients to make."_ Yeah, sure, that wouldn't look or sound suspicious at all.

Darn it, she wasn't a scared little kid anymore, she'd faced demons, apocalypses, addiction, come to terms with her sexuality, and had slept with the man on the other side of that wall. With her resolve face firmly in place she reached up to knock. Just as she raised her hand the door was flung open and she barely stopped in time to keep from knocking directly on the nose of a very haggard looking, but still incredibly sexy vampire.

**Just wanted to let you know that I'm working very hard on this story. I work from home and we've been super slow here lately so I've been able to pop out 2 chaps in a row working in between my calls. I'm stuck on the title for this chapter, so if you've got any ideas, let me hear em, otherwise I'm sure it'll come to me in a day or so. Oh and still don't own it.**


	10. Laughing

He didn't say anything, just stepped aside in a universal sign that even if her company wasn't necessarily welcome, she was at least invited to come in. Not much, but hey, not exactly picky right now, and she'd take what she could get.

Oh God, why did she come here? Didn't she realize he'd just shagged her best friend just inches from where she now stood? He didn't want to taint whatever they had going with the crazy circus of torture that was his current situation with Buffy. Yet here she was, somehow right in the middle of it.

"Hey! Ummm…..hey." She said with a tight smile and eyes that wandered everywhere, but never quite seemed to meet his. She was nervous again. Why the hell should she be nervous? They'd already done the deed, and hadn't he as much as told her today that he'd keep their secret? Hadn't that stolen kiss been enough to let her know he wouldn't tell, wouldn't embarrass her like that? Of course it had also carried an invitation, so maybe that's why she was here, maybe that was the reason she was so nervous. But he couldn't, well he _could_, vampire stamina and all that rot, but he _wouldn't_ touch her tonight. Not after having been with Buffy just a few minutes ago without even the chance to shower.

So the question was, how should he play this? Where they still friends? Well, had they ever really been friends? Were they lovers? Well, that would imply intent to indulge again, and while he would certainly oblige, he wasn't sure if she would. He turned her on, sure, could tell that from a mile away, but did she _want_ him?

"Earth to Spike????"

"Yeah luv? Sorry, was thinking' "

"Oh my Goddess, what did she _do_ to you?" Now she was looking at him, and apparently the slayer'd roughed him up right nice because there was nothing but pure shock on her face, eyes wide, mouth set in a pretty little "o", hand reaching toward his face. He almost let himself sink into her touch, then flinched away. She couldn't touch him when he was like this. Fresh from a tumble with Buffy, hurt and broken in more ways than one and confused as all hell. Sure, he'd told her everything the night before, but that was different, drowning his sorrows he was, nice manly thing to do. But being left broken and empty in a cold, dark crypt? That was right poncy, and he didn't want her to _see_ him like this, let alone touch him like this.

"Willow….don't."

"Don't what?"

"It's not what it looks like ok. Gave as good as I got." He said with not a little petulance.

"Spike, I just saw her fifteen minutes ago, and she was definitely tired, but there wasn't a bruise to be seen, and _she_ wasn't bleeding." He had several bruises here and there on his arms and chest. Chest? Spike chest? Yummy. How had she not noticed until just now that he was shirtless? But, that was neither here not there, because what was really worrying her was the long bloody gash running just along the outside of his right eye.

And she was right of course, hadn't really given as good as he got. Never did with Buffy. He didn't want to hit her, all he wanted to was to love her, hold her, help her heal. A bloke can only take so much before he has to strike back, but he always held back a little not truly wanting to hurt her.

"Just let me clean it up."

" 'S nothing, be mostly gone by morning and nothing but a distant memory by tomorrow night, give her a clean canvas. 'Sides, Red, I don't think you really want to be here right now. I'm not, I mean, I can't, well I _can_, but Buffy and I just and well…" He trailed off without truly saying anything, ran his hand up and down the back of his neck, and now he was the one avoiding eye contact.

He was taken aback when she suddenly burst into laughter clutching her sides and bending over.

"What's so bloody funny, huh? The thought of shagging me again _that_ hilarious?" Now he was pissed, and he didn't want to be pissed at her, but last night had _meant_ something to him. It hurt that she would laugh at his misconception of the situation, and when he was hurt, it always turned to anger. At his outburst her laughter immediately died and she raised up with a stunned and utterly bewildered expression.

"I wasn't laughing at you , Spike."

"You bloody well were."

"I was laughing at _us_. Standing here, shuffling our feet, avoiding each others eyes, and talking about everything but what we should be talking about. You having trouble trying to explain to me why we can't have sex. Me wondering why you think that's why I came in the first place, though - honestly- it was pretty damn good, so yeah, I can see how you might think that."

"What?"

"_Us_ Spike. You the hundred and something year old vamp, me the ……well, just me, acting like a couple of kids after their first time clumsily fooling around in the backseat."

Yes, there was that smirk she was so used to and happened to adore oh so much. "Pretty good, huh? Just pretty good? You certainly thought it was better than "pretty good" at the time, I seem to remember….."

"Ok, yes, it was much better than pretty good. Spike, you are a sex god, just may have turned me straight." God, he loved that quirky little smile that was tugging at the corner of her mouth.

"Damn right, and don't you forget it."

Completely serious now, "I won't."

And there was silence only interrupted by the occasional chirp of a cricket somewhere amongst the debris in the back of the room, as they, for an immeasurable length of time got lost in each other's gaze.

**Ok, so here's the 3rd chapter in just as many days, what I'm wondering is if I'm losing quality here, possibly churning out too many chapters without actually moving the story along? I'm trying to stay in line with the season as much as possible, because I have plans for this that hopefully will keep us from wandering too far from the way it actually ended. So really, I have to fit this whole "Spike-Willow love affair" into just a few episodes, but I want it to feel real, so i think it's kind of important that we take things slow. So, I guess what i'm trying to say is, I'll drive, but if I start to drift off course, just yell. Anyway, I went for so long having a minor case of writer's block, but now it just seemes to flow right out my fingertips everytime I sit down in front of the computer. I mean I've known from the begining _where_ this tale was going, it's just the _how_ to get there that had me stumped, at least until recently it seems. And, at long last we reach the end of my ramble, hope you're enjoying reading this as much as I am writing it. :)**


	11. Accepting

He had finally relented and was grudgingly letting her clean his wound. She didn't have any water obviously but, so many years on a hell mouth had made her somewhat of a boy scout………or girl scout? Either way, she carried a small first aid kit in her bag. After dabbing it with a few antiseptic wipes she was now gently applying antibiotic cream.

For his part, he was simply sitting there basking in the delicious enigma that was Willow. He'd originally agreed to let her patch him up only because she planted herself between him and his smokes and absolutely refused to budge. She was a firecracker, this one. Course he knew that already, had known it since the time he'd kidnapped her, just hadn't found it to be an very endearing quality - until recent events. What was so mystifying about her though, was how she could be so unbelievably jaded, yet seemingly so young and innocent at the same time.

She had kissed him eight times in the last six minutes, not on the lips, but on the skin just beneath the cut on his face, but Red kisses were good no matter _where_ they landed. When she made her first tender swipe with the antiseptic wipe there'd been the tiniest sting and he winced ever so slightly. She'd stopped immediately and placed a sweet chaste kiss right below his eye and then continued her ministrations. He was a quick study, and learned than each grimace or gasp earned him another kiss. So he was trying very hard to balance his craving for her lips on his skin and his need to appear manly and strong, and very possibly ending up looking like a pouf.

"There, all better? Sorry if I hurt you."

"Didn't hurt." he whispered with a small smile, very slowly leaning toward her determined to get his next kiss where it belonged.

"But, the hissing and painful expressions?"

"Didn't hurt." He mumbled again, this time against her lips.

Who says vampires can't touch heaven? Apparently he was the first vamp to ever kiss Red, because that's where he was. This was so much different that their rushed, frenzied encounter last night. He had time to worship her. Time to draw out and explore every single type of moan she had to offer. Time to learn exactly what she liked, just how she wanted to be touched. That sound, that sexy little whimper, how could he make her do _that_ again.

If she died, right now she would perish having touched perfection. His mouth, his miraculous, talented mouth, now that's the stuff dreams are made of. There was no hurry, no sense of urgency as he painstakingly explored every inch of her lips, tongue, and teeth, sucking, nibbling and licking her into an almost trance-like state. Then he was gone and across the small room even before a groan of protest escaped her.

"Sorry, Red. I wasn't, or I shouldn't have, I mean……bloody _hell_." What was it about this slip of a woman that had him blabbering like a mindless fool? The words, they just didn't want to form in any comprehensible order and try as he might he couldn't form the ones he wanted to say.

"Ok Spike, just stop. I'm sorry I came here. I didn't think I was misreading the situation, especially with the kissage and all earlier, but obviously I did, so, no harm no foul right? I'll just leave and you can pretend this never happened." By this time her bag was on her shoulder and she was turning toward the door valiantly fighting back the tears that threatened to spill. And just as fast as he'd ran away from her, he was back again, holding and soothingly caressing her forearms.

"Red, _Willow_, I'm….. I'm sorry-" the word tasted foreign, but not exactly bad. "Look, we're both adults right? And obviously subtlety isn't our specialty, so what's say I just lay it out there for you, yeah?"

"Please? Because I'm drowning here, one minute you're kissing me, and it _seems_ like you're enjoying it, and the next you're halfway across the room like you can't even stand to be near me. So yes, _please _just tell me what's going on here."

And mindless idiot that he is, he does just that. "Buffy. I shagged Buffy just about an hour ago, just about where you're standing, and if memory serves, I'm feeling kind of guilty and put off by the idea of shagging you in the same place, especially when I can still smell her all over myself. It's just not, well…..not right?" He didn't mean it to come out a question, but honestly he wasn't sure which way was up and which way was down right now. Add that to the fact that he'd spent the last century morally bankrupt and he just wasn't sure if he _could_ decipher right from wrong. And…….and she just smiled.

"Ok, that's not so bad, we can work past that. So, now it's my turn. I didn't come here for sex. I came because Buffy came home earlier than usual and extremely angry. She was trying to hide it, but I've known her too long to be fooled. So, I figured things had gone……astray tonight. Thought you might like some company, then I saw you were hurt, and I'm bandage girl now, you know, gotta do something to pull my weight. Then, you kissed me, and yeah, that was nice, but hey, if you don't want to kiss me tonight, no big."

Tonight? Was she implying that he should be kissing her? Oh god he hoped so.

"So, you and Buffy had sex right there?" she asked pointing to where she'd just been standing.

"Yeah" He rubbed the back of his neck again, suddenly find a crack in the floor mesmerizing.

"Spike, look at me. I knew what was going on with Buffy before we kissed even the first time. Don't for a second feel like you're in this alone, or for some reason it's all your fault. I don't know if this is right, but I sure as hell know I don't want to stop, and have no plans to do so. Now, if you guys were here and Buffy was home early……." She looked as if she were tackling an extremely difficult mathematical equation. "So, did you guys do any real slaying?"

"Few vamps over on the west side of the cemetery."

"OK, so I'm assuming you didn't make it to the bed tonight?"

"Nope."

"And you've changed the sheets since the last time?"

"Yeah, Clem's got a washing machine he lets me use on occasion, and when given a nice incentive." She looked a little puzzled, "Kittens."

"Spike!"

"Evil, Red, thought you would've learned that by now."

"Right, so, the sheets on the bed are clean, and I really shouldn't be walking home by myself. So helpless you know, now that I can't put the magical whammy on any potential attackers. Well, kinda makes my potential attackers become my actual attackers, and that's not of the good. Help me out here Spike, throw me a bone, ok that wasn't the best word, a line, throw me a line."

"Right, so, wanna come downstairs luv?"

"Well, I guess I could" Big smile, real smile, Willow's famous thousand watt smile - mission accomplished! But suddenly he had the urge to _keep_ making her smile just like that. To spend eons watching that smile light up not only her entire face, but his whole world. "But no hanky-panky mister. Just some snuggling, kissing, and maybe, if we find time, some sleep.

She was sound asleep before he could get the first promised kiss. But as she snuggled closer to him, peaceful and positively glowing, her warmth chased away the dull ache that had, as of late, been ever present in his chest, and he just couldn't seem to care.

_**Not**_** the end. Seems like it I know, but we still have a way to go.**


	12. Waking

"Willow? Time to wake up."

Tara was calling to her from far away, hidden behind the fog of her sleep riddled brain. But she was not going to answer, refused to wake up, because as long as she didn't wake up, she didn't have to _get_ up. If she didn't get up then she could spend all day wrapped in Tara's arms and pretend for a just a little while that the world outside their room, outside their bed didn't exist.

"Willow?"

Wait, that didn't sound like Tara at all. That was a decidedly masculine voice, a masculine _British_ voice. Giles? Had she fallen asleep on Giles' couch again?

"Come on luv, you have to get back home before the Slayer finds you gone."

No, _not_ Giles, that accent was a little more cockney than his. Seeing as how she has only ever known one other person with a British accent, it can only be…..

"Good morning, Spike." A soft smile warming her lips as she tilted her head just far enough up and to the side to see him out of the corner of her eye. He was absolutely adorable with his sleepy half-lidded eyes and unruly bed head. Kind of like a small child and she knows exactly how he was able to blaze a trail of destruction for so many years.

You would never look at that beautiful face and say "_Now there's a murdering bastard if I ever saw one."_ She'd bet there'd hardly be a woman alive who could resist his multitude of charms, and not too many men either. Just take her for example, one of the "white-hats" as he would say. Here she was, cuddled right up to him, in the dark, cool basement of a crypt in the middle of a cemetery, even after being kidnapped by him and having been at least once mere inches from death at his hands. Can magic withdrawal cause brain damage? She was waking up next to _Spike_, and there wasn't an ounce of regret or panic.

"Mornin' Red, sleep good then?" She was utterly radiant this morning. The dark circles that had taken up residence under her eyes as of late were all but gone. The sickly pallor was replaced with a clear, almost rosy cheeked glow. Her stunning emerald eyes were clear and nearly sparkled. She wasn't quite the Willow she once was, but truth be told, that could be a long time coming, if ever, but she was damned close. He was just delighted that it seemed one night with him had done for her what days with her friends had not. It appeared as if he had helped her find a little more of herself in the dark abyss that had overwhelmed her lately.

"Yeah. Wonderfully actually. Haven't slept that good since………..well, since Tara left." She closed her eyes in an attempt to stop the burning that signaled the beginning of the waterworks. _Tara_, oh goddess, how could she be doing this to Tara?

"I've….I need to…….I'm just going to leave now." She said as she threw the covers back and practically leapt from the bed, but alas, she was once again too slow. He pulled her back to the bed and against his chest so fast her head did literally spin for a moment.

"What's this about then? Why the sudden urge to get away from me? Did I do something? Say the wrong thing? I'm always doing that, buggering everything up. Can be a right wanker sometimes pet. Just tell me what it is and we'll fix it, yeah?"

To be so full of himself she suddenly realized how little self esteem he really had. He thought he'd screwed up, thought she was mad at _him_? "You didn't do anything Spike. Why would you even think that? How could asking me how I slept be cause for me being upset with you?"

Bloody imbecile he was, she didn't get teary until she mentioned her bird. "Tara then?"

"Yeah, Tara. No, _not_ Tara, _me_. I'm supposed to be concentrating on getting better, supposed to be thinking about all the ways I hurt the people around me and what I can do to make up for it. Not doing that though, am I? Nope, I'm running around behind my girlfriend's back with my best friend's boyfriend. What kind of person _does_ that? Not to mention there are entirely too many 'friend' suffixes in that sentence, that's enough to tell you _something's_ not right."

"Ok Red, let's slow down for a minute. First things first, I am _not_ Buffy's boyfriend. If she heard you say that, it just might make her mad enough to stake _you._ Secondly, and most important, Tara initiated the current hiatus on your relationship, seems to me she'd have no right to be upset with you for being here with me." Hell she looked better than she had in days. He wondered if Tara knew Willow at all. He could've told her from the start that Red was going to need some serious moral support and a real physical connection with someone to truly beat this. That's just how she was, she loved too deeply to be able to maintain her grasp on herself, deal with and beat an addiction while at the same time nursing a broken heart.

"Spike, she was right, that spell I did? I put us all in danger, we could have been killed, just because I didn't want to face the music, own up to my mistakes and shortcomings."

"Bollocks! Now you listen and you listen good. Yes, she was right about one thing, the magic was getting to you. Not because you _can't_ handle it, but because Giles has always been too busy keeping Buffy in line to take the time to help you channel your energy. So, this _situation_ you're in right now isn't entirely your fault. And will you please tell me why the hell the spell you did is so very different from the one _Tara_ did about a year ago? Remember? I sure has hell haven't forgotten, damned annoying being practically invisible."

Her eyes go wide as the truth of his words hit her like a ton of bricks.

"Ah, now you see. Not saying it was wrong of her to try to get you to lay off the magic. Just saying that she was a little hypocritical, don't ya think? Then for her to leave you to deal with this all by yourself? When you love someone, _truly_ love someone, their problems are your problems and you don't throw your hands up and walk away when the shit gets too deep. Nope, you pinch your nose, step a little higher and hold on a little tighter."

"Thanks, Spike." She was quite for a couple minutes, than another tiny small as she turned to look up at him again "See? You don't always say the wrong things. You tell the truth and most people really don't want the truth, but you don't say the _wrong_ things. And sometimes, like now, you say exactly the right thing."

Now it was his turn to smile. "Maybe you're right luv. But, we'll have to argue about it later. Right now, as bad as I hate it, you need to get home. Lots of questions you'll have to answer if Buffy gets up this morning and finds you gone."

"Oh crap, I've got to go." she was up again in a flash, and this time he reluctantly let her go, and tried to ignore the tug at his heart when she started up the steps without so much as a kiss on the cheek. He didn't have long to dwell on it though, because she stopped halfway up and was back softly but quickly kissing him goodbye before dashing back up in earnest. Yep, he might just sleep pretty good today too.

**Ok, so I'm finding myself a little stuck again trying to decide where to go from here. Funny, because I pretty much have the last few chapters figured out, I'm little foggy on exactly how we'll get there, but we will. So unless inspiration hits sometime in the next day or so, I'm gonna work on correcting several spelling and grammatical errors that have been bugging the hell outta me. **

**Oh, and sorry if my tenses are all screwed up, I've never been very good with that. Please forgive. :)**


	13. Living

The next night, he came to her, following silently behind a slayer who just months ago would have sensed his presence in seconds. Now though, she was just too lost, buried so deep within herself that he marveled at the fact that she had managed to survive all these weeks.

He followed her all the way to Revello Dr., slinking silently behind a tree as she climbed up the steps of the porch and disappeared inside. Seeing the light on in Willow's room, he quickly scaled the side of the house and waited in silence. It was times like these that really made him appreciate his vampiric senses. He could hear Buffy climbing the steps to the second level of the house, then heard the quiet knock and following slight creak as Willow's door was opened.

"Hey wills, how was Dawn tonight?"

"Good, great, did her homework, had a sandwich, and went right to bed, said she was tired."

"K, well, guess I'm going to head that way too, lot of action tonight and my muscles are begging for a little relaxation."

"Ok, see you in the morning, good night."

Hearing the door being gently closed, he finally raised himself up to take a peek at his Red. She was laying on the bed on her stomach. She was reading, completely immersed in her text book. Her feet were up in the air, legs crossed at her calves, she was wearing a pair of black silk pajamas, the pant legs of which were falling down to expose a good six inches of milky, delectable skin. Nothing too revealing, but it suited her and he was momentarily transfixed by her subtle beauty. How had he never noticed before? Oh well, it was just like him to let something like that go unnoticed until it whacked him upside the head.

He could sit here all night, hiding in the shadows, admiring, unknown to her. It would be a very pleasant way to pass a few hours, but it would be even more appealing to spend that time wrapped up in her warmth.

_Tap, tap._

Startled out of her perusal of the text, her head jerked up, an expression of surprise on her face. Until their eyes met, then the surprise melted, giving way to something more akin to affection. She looked back toward the door, as she stood, checking to make sure it was tightly closed. She stealthily opened the window, grinning widely.

"Hey there stranger." The words were whispered, so as not to be overheard.

"'Ello ducks. Mind if I come in?"

"You know you don't need an invitation." She stepped back to give him room to enter. He made sure to brush against her on the way in and took great pleasure in the slight tremble he felt in her body at the contact.

" 'S polite to ask. Whatcha reading?"

"Just going over some things for my psychology class. What's with the bag?" She asked indicating the rucksack over his shoulder.

"Change of clothes. Though you might let me use the shower." He gave her his best pout and puppy-dog eyes.

"Yeah, but you've got to be quiet, if she catches you here………….."

"Won't rat you out luv, promise."

There was an air of teasing in her next words, but he knew the question wasn't rhetorical, "And can I trust you?"

"I never break my promises, Red." Her tone had been light, his was not. He wanted her to know that she could trust him with her life, and better than that - her heart.

She seemed to understand. "You can shower only if you let me put some ointment on the cuts and bruises afterward."

"Deal." He didn't mention that he was looking forward to it. Kept it to himself that he had purposefully acquired most of them with the hopes she might insist on fixing him up again.

He showered as quickly and quietly as possible. Much like during his shag with Buffy earlier, he was done in record time and his thoughts were on the redhead the entire time.

Again, there was no sex. He held her, helped her sleep peacefully, and she gave him all the tenderness and warmth that Buffy did not. These moments made him love her more and loathe himself less, and he was so grateful to her for every gentle caress and fulfilling kiss.

He detangled himself from her before dawn. He'd waited as long as possible, but unless he wanted to be trapped here or get caught in the sun (both of which would mean death), he had to get going. She was so deep in slumber that she didn't feel him crawl out of the bed. He placed a reverent kiss on her cheek and made his way to the window.

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This is how it was with them. Clandestine meetings, secret handholding under the table, stolen kisses, and nights spent in each other's arms, that's what his unlife became. He hated the fact that he was Buffy's dirty little secret, but it wasn't like that with Red. She didn't make him feel undeserving, she made him feel _alive. _

He helped ease her into a magic-free existence and she soothed the sting of Buffy's constant rejection. For the next few weeks they kept each other whole and sane. They provided solace and gave each other shelter from the raging storm of fear and heartache. Then, just as he realized exactly what she had become to him, how he felt about her, knew without a doubt what he wanted, the proverbial rug was pulled out from under him.


	14. Dying

He knew something was wrong when she showed up at his crypt before sunset. His fears were confirmed by the way she was wringing her hands in obvious nervousness when he slid the door open just far enough to let her in. She immediately threw her arms around him and within seconds he could smell the salty scent of her tears.

"What's wrong Red?" The only thing he could think was that the good witch had finally ended things between them, which suited him just fine.

"Tara……"

"What luv? Did she break up with you?"

"No Spike, things are starting to get better. She's talking to me more now, hinting around that she might be ready to come back home." She wasn't sure how she could be so happy and so miserable at the same time. All she'd wanted the past few weeks was for her girlfriend to come back home. Now it seemed she just might get that, but it was tearing her heart apart to think she would lose Spike. She loved Tara, but goddess help her, she loved Spike too.

"Oh, I see. Your bird's coming back, so this is goodbye then?" He suddenly released her and started frantically pacing back and forth, his anger swelling with each step. "She decides to just pick back up where you left off, and what? You take her back, all is forgiven?"

"I don't think she's completely forgiven me yet, but we'll get there……"

"No Willow, have _you_ forgiven _her_?"

"Spike…."

"Bloody fuckin' hell Red. She left you. You needed her and she _left_ you." He was yelling now. "What's going to happen the next time things get tough, huh? I'll tell you what'll happen, you'll find yourself all alone again, and damn it, I might not be there to give you that little bit of cold comfort that gets you through the night."

"Spike, why are you being like this? You've got Buffy, right? You love _Buffy_, don't you?" All it would take would be for him to say no. If he would just tell her he loved her, she'd leave Tara. It would darn near _kill_ her, but Spike was at least a little right. She didn't know if she could really count on Tara to stand by her, but she knew she could depend on him.

What would she say if he told her the truth? How would she react if she knew that it was her face that swam behind his closed eyelids? Would it scare her to know that he dreamed of her every night? What would she think if she knew that every time he shagged Buffy he imagined it was his Red? She'd probably run out of here screaming bloody murder if he said _those_ words to her, but god how he wanted to.

"Yeah, guess you're right. Knew we weren't in it for the long haul from the beginning, huh?" He'd stopped pacing now and was looking directly into her. For a minute her heart stopped. What if he could tell, just by looking at her, that she was in love with him?

"Spike, I'm sorry."

"For what? We both wanted - no we both _needed_ this. Remember? Mutual activity."

"But Spike, I used you. _Used_ you to get what I needed. Here I've been pissed at Buffy this whole time for how she was treating you, and I did the same thing."

"No, don't you even think that. You didn't use me anymore than I used you, right? Besides, weren't really using each other, so much as helping each other. Being there for each other, right?" God, when did he become such a soddin' poof?

"I just want you to know that these past few weeks have meant the world to me. I don't think I could've gotten through this without you. I need you to understand that. Need you to know that no matter what Buffy says or does, no matter how she treats you, no matter how she tries to hurt you, I'm living proof that you're a good man. I owe my sanity and possibly even my life to you." She was crying again, but she just couldn't seem to stop. She needed him to know that she meant every single word.

"Come on Red, you've done just as much for me as I have for you." Oh God, was this really the end? Was he really never going to hold her again? Never going to kiss her again? Never going to have her warm him through the night again? They hadn't shagged since the first night, but he'd been hoping that they were working up to it. Was actually planning on breaking things off with Buffy tonight, no use being with her anymore when he didn't seem to be helping her at all. And honestly, his heart just wasn't in it anymore. His heart belonged to someone else. Someone who was currently crushing it very slowly and painfully.

"No where near it Spike. And now I get to feel like Miss Greedy yet again. There's one more thing I want from you, just one last favor I need. And Goddess I know I shouldn't do it, don't really want to do it, but there's just no other option. I've tried, but every time I see her -" She dropped to her knees, sobs wracking her small frame, head in her hands, and he was holding her - possibly for the last time - in an instant.

"Easy luv, I told you that you could trust me, and I meant it, so whatever it is, just name it and it's yours." He'd long passed the point where he could deny her anything she wanted.

"I want to do a spell." She knew how that sounded, how much she sounded like an alcoholic begging for just one last drink. But it really wasn't like that. She didn't want to do this, but she knew it'd be the only way she could survive. The few weeks they'd borrowed while Tara was gone had been hard, but Spike had been there and Tara hadn't. But then she'd fallen in love with him and Tara had returned. She'd never stopped loving her either and it _hurt_. Who knew love could be so painful? When knew how much it could rip and tear at you to love two people at once? She _had_ to do this, the only other option was to walk around for the rest of her life with only half a heart.

"Red, I thought we were past that?" If she'd been in her right analytical mind, she'd have caught that 'we'. Would have understood the implications of that one little word. - _"When you love someone, truly love someone, their problems are your problems"_

"No, I said that wrong, I don't want to do it, I have to. I need to forget Spike. I want to do a spell to make us both forget this. I can't…….. Spike, I need to forget every moment we've spent together, because if I don't…….." If he'd been able to think over the buzz in his head, he might have realized how much she'd left unsaid. If he'd taken the time to _really_ look at her, to see her pain for what it truly was, he might have understood how important it was to make her finish that sentence. - _"I wish _you_ could stay."_

He was dying again, he was sure of it, only this death felt more final, and was definitely more painful. He didn't even hear the next words out of his own mouth. Was surprised _she_ could even hear them over the ear-splitting, soul-wrenching crash of his heart.

"Whatever you need, pet."

**Still not the end.................. Still don't own it. Still appreciate your feedback. Sorry if I'm leaving you guys hanging again, hopefully won't have to wait too long for the next chapter, but I'm at the mercy of a very flaky muse. We haven't even started the next chapter yet, as she's still only vaguely whispering half-ideas and dim plot twists. With football season in full swing work's picking up some, but maybe I'll find the time to torture the next chapter out of her pretty soon.**


	15. Compromising

**I wasn't expecting this to come so soon. Especially not the same day. So imagine my surprise when I was suddenly sitting in front of the computer typing like a mad woman. The next chapter is what really worries me. I'm thinking about skipping the love scene altogether. You may have noticed I kinda glazed over it the first time around, not sure that I'm up to that, but we'll see. If I can do it in a way that works and is worthy of our favortie witch and vamp, then I'll post it, if not, we'll just move the story along. Anyway, here it is, hope you enjoy it.**

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"You'll do it? Just like that? N-no guilt trip? No worries about screw ups? You're not going to lecture me?" She was a little shocked that he had so readily agreed, and truthfully it hurt a _lot_ that he would so willingly throw her away. But, it was better than trying to convince him to do it she supposed.

"Not one of your bloody scoobies, luv. But yeah, I _am_ a little concerned that things won't go according to plan. Don't fancy losing my memory again. That's why I've got a couple of conditions." He would do anything for her, but that didn't mean he couldn't at least try to work this to his advantage. And there was no bloody way he wanted to lose the best few weeks of his entire life.

"Ok, I guess that's fair. What are they?"

"First, I don't want you messing around in my head. If you need to forget, that's fine, but I'd rather just keep what's in here." He pointed to his head and was only slightly relieved that she didn't notice his hand cover his heart at the same time.

"Spike, I don't think that's a good idea. I mean, what if you accidentally slip up and say something?" He wanted to keep his memories of her? Or did he just not trust her to do the spell without screwing it up?

He knew what she was really asking. "I won't tell, pet. Why would I? Aside from the fact that it's nice to have one person in this whole soddin' world who actually trusts me, I stand to lose a lot more if the truth comes out than you do."

"I _do_ trust you, Spike. If you say you can handle it, that's fine. I'll just cast the spell for myself. What's number two?"

"There needs to be some way for me to break the spell if I need to." He may have no choice but to lose her, but he wasn't going to give up all hope of _ever_ having her again.

"No, Spike. This needs to be final. Allowing some way for the spell to be broken would leave me vulnerable to the possibility that my memories might return." And that could never happen, she couldn't permit it.

"Red, Willow, think about this. You haven't practiced magic in weeks. There is a chance, however minor, however much you don't want to admit it, that things could go a little wonky. At least one of us should know how to break the spell." Logic, he knew with her, would turn out to be his best ally.

"Well, I guess I could make a slight adjustment to the spell that would make it possible for you to break it. But you'd have to promise that you would only do it if it were absolutely necessary. That will set me back a day. I was planning on doing it tonight, but if I alter the spell I'll need at least another day to prepare. Making even a minor change could mean that things will go crazy where they might not under normal circumstances."

"Which is perfect, because that leaves us time for my final condition." And this one was the kicker, might even be the deal breaker.

"Final? You said a couple. A couple is two." Why was he insisting on making this so hard?

"Sorry, luv. Should've said a few I suppose, since I actually have three."

"Ok, what's the third then?"

"You have anywhere to be tonight?"

"Why?" This was so not good, she had a pretty good idea where this was going and _that_ would not make this any easier.

"Answer my question, then I'll answer yours."

"Well, I really need to be home when Buffy comes in from…………_ 'patrol'." _To her credit the last word was said with only a hint of sarcasm.

"Right, so here's my final stipulation. Buffy'll be here in about an hour. I'll patrol with her, piss her off - bad enough that she _won't_ want to shag - and send her home. When she gets there, make sure she sees you, then go to bed. I'll be waiting for you outside your window. I want one more night with you, Willow. One night without having to worry about getting caught. One night to do with as we please. You can relax and enjoy being with me for a little while knowing that in a few hours you won't remember there's anything to feel guilty about."

"And what do you get out of this, aside from the obvious?"

Now that was a loaded question. One that would get him in a world of trouble if he answered honestly. He didn't think she'd react so well if she knew that he'd been waiting for another chance to make love to her. He wanted to be with her at least once now that he'd figured this out. Now that he knew……… well, that was best not thought about.

"Isn't the obvious a good enough reason? Do I have to keep reminding you that I'm evil? Don't worry about it though, ducks, promise you'll enjoy it too." Best to just give her the answer she expected, but his heart wasn't in it, and he was fully aware that his evil grin was a barely disguised painful grimace.

"Fine. It's a deal. Not like it's something we haven't done before, right?"

Oh, she had no _idea_. She might think they'd "done it" before, but she was in for a hell of a surprise. He was finally going to get his chance to worship her. He had every intention of making it so bloody good she wouldn't _want_ to forget it. He knew enough to know that if she wasn't completely dedicated to her magic and absolutely focused on the outcome, that it might not turn out the way she intended. She might be able to mostly forget him, but just maybe he could find some way to lurk in her subconscious. If he couldn't have her reality, he would have to settle for having her dreams.


	16. Preparing

She'd lost her mind. That was the only reasonable explanation for this. She could just do the spell without his permission. Sure, it would be nice to have him agree with it, would most certainly make it easier to cast, but she _could_ do it anyway. Just refuse to go with him tonight and begin casting he spell the moment he was gone. They'd wake up tomorrow with no memories of their entire tryst and she'd finally be free of her love for him and all the guilt it caused.

Who was she kidding? It was best to be honest with herself even if she couldn't be honest with everyone else in her life. She _wanted_ this, maybe even more than he did. That's why she'd said goodnight to Buffy just moments ago and was now hurriedly dressing in a corner of her room not visible from the window. That's why she was now throwing a trench coat over very little clothing - if her ensemble could even be considered "clothing" to begin with. A trench coat worn over racy lingerie, such a cliché, but she knew he'd have no objections, and the little number she had on was sure to throw him off. That was the plan, knock him off kilter in the very beginning. The more control she had over her body and her reaction to him, the more control she'd have over her emotions. If she could control her body and her heart, she might just get through this with her secrets and dignity intact, and maybe even enjoy herself a little in the process.

At first she'd thought to pack an overnight bag, but on second thought had dumped everything back in her drawers. Instead she grabbed a larger purse, stuffing only her toothbrush, toothpaste, a few bottles of water, and some chips inside. She had a feeling she wouldn't be needing clothing anyway. She'd be coming home early enough in the morning to climb back in her window before the rest of Sunnydale was up and about, so the coat would be fine for her "walk of shame".

She took one last look in the mirror, checking her hair, makeup, and clothes (or lack thereof), sucked in a deep breath of resignation, and then lowered herself onto the chair she'd placed by the window. All there was to do now was wait.

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It'd taken him a little longer than he'd thought to get rid of the Slayer. His normal quips and insults hadn't been enough to piss her off, hadn't pissed her off at all really. Oh, she'd pretended to be mad, but she wasn't fooling him. He could smell the musky scent of her arousal just a few minutes into their patrol.

He'd had to whip out the big guns in order to make her mad enough to leave, mad enough to suffer a night without his services. He'd only gotten in two good shots about how "wrong" she was before she'd thrown the first real punch. Not intended to be foreplay, that punch was all business, she'd been aiming to cause some real bloodshed. But, he was having none of that tonight. Willow was waiting for him, and he didn't want her sympathy or pity filled caresses. He wanted to be whole and undamaged when he finally took her to his bed the way he'd wanted to for so long.

So, he caught her wrist mid-air and easily flipped her to the ground. She wasn't used to him _really_ fighting back, so the element of surprise was on his side. She was on her back and pinned down before the fact that he'd stopped her strike even had time to register. He knew he had to play this carefully. If he came on to her too hard she'd get so worked up there would be no hope of getting away from her tonight. If he didn't come on to her hard enough, she'd turn the tables on him and fuck him hard just to establish her control over him again.

So, he was skating on thin ice when he leaned in, stopped just short of her lips, tilted his head with only a trace of his normal cockiness, and smirked, one eyebrow raising up just enough to cause her breath to hitch. The key was proximity. When he was on top of her like this, invading her space and demanding her attention, it tended to force her into reality for a minute. Caused her to see exactly who she'd become and what she'd been doing. In that moment of clarity, he'd be able to really touch her, if only briefly. Normally he used those rare moments to try and pull the woman he loved to safety, but not tonight. Tonight, he wanted nothing more than to send her on her way, preferably with as much self-loathing as possible.

"Don't get your knickers in a twist, luv. Never said it was a _bad_ thing, I kinda like how you came back. Little bit closer to the darkness, little more attainable for the likes of me."

"I don't belong to you Spike. I'm not yours, you don't deserve someone like me, and you're completely delusional if you think you do. Completely out of your mind if you think I won't or can't stake your ass without a moment's hesitation." The was nothing but ice in her eyes and he knew she meant every word. The moment he stopped being useful to her, well, he'd better just mosey on out of Dodge. But, those were concerns for another time and place, right now he had more important things to do.

"Oh, I don't doubt it Slayer, but see, right now you still need me. Who else is going to give you what you need? Who else can make you _feel_ like I do? Where else will you find the darkness you crave? The painful pleasure that keeps you coming back? You see baby, I got you now, I _do_ own you. You need me, I'm in your blood and you can't get enough. I don't have much to worry about as long as I'm still useful to you." He made a big show of inhaling just inches from her neck. "Judging from your smell right now, I'd say you still want me in one piece. After all, it's kinda hard to fuck a pile of dust, right?"

There it was, the truth she didn't want to face, the fact that she needed him for anything other than occasional back up or babysitting. Then suddenly _he_ was the one looking up at the stars and she was gone. She wouldn't be back tonight, probably not for several days. That was ok with him, wouldn't feel much like humoring her for a while anyway.

He stood up, dusted himself off and headed back to his crypt. He'd give Buffy a little while to get herself under control and back home before he left to get Red. Besides, he had some preparations to attend to before he was ready for tonight.

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Where was he? Buffy had been home almost an hour and a half, and there was still no Spike. Maybe he wasn't coming, she tried to ignore the twinge of despair that came with that thought. Maybe he'd forgotten. Maybe……maybe he'd changed his mind and had sex with Buffy instead. Plain, homely Willow or gorgeous, sexy, super girl Buffy, really no competition there. She should just change her clothes and go to bed.

She was studying her hands and contemplating doing just that when the familiar tap at her window sent her entire body into overdrive.

**Ok, so this chapter didn't end up taking us as far as I thought it would, but maybe the next one will :) Oh, and since I haven't done so thus far, I'd like to think all of you who have reviewed. Believe it or not, though there have only been a few reviews so far, that's what drives me the hardest to keep going. I love checking my email and seeing that another person has favorited this story, or even better has taken a few mintues to let me know what they think. You guys are the greatest, WOOHOO!!!!!!!!!!!!!!!!!**


	17. Surprising

The walk back to his crypt started off quiet and rather uneventful. She couldn't believe it. She'd been expecting him to start with the innuendos and all too knowing glances and smirks as soon as she was out the window, but he hadn't uttered a word after his initial " 'Ello luv, ready to go?".

He was holding her hand and it was……….nice, very nice. But this wasn't what she wanted, she didn't need another reminder of what she was giving up. She let him lead her gently by the hand until they reached the first crypt, focusing all of her energy into controlling her heartbeat and breathing. As they passed the side of the crypt, out of view of the road, she spun quickly, effectively trapping him between her body and the side of the building. Before he could protest her lips were on his, hot, wet, and demanding.

Willow's mouth on his caused a momentary brain malfunction. Under the very pleasant assault of her lips and tongue, he forgot all of his plans to romance and seduce her. The desire he had to hear her beg for more, to drive her crazy with want was lost under the layers of fog now floating around his head. He let her take the lead for as long as the demon in him would allow, almost a full minute, before flipping them. He pinned her to the wall just high enough so that her feet couldn't reach the ground. He used his left knee to hold her up and took control of the kiss.

Her plan had been to put a stop to the silly preamble and get down to business. He wanted to fuck her, so she'd give him that, but only that. She didn't think she could afford to get in any deeper than she already was. If he kept up his "nice guy" routine she was scared she'd lose her resolve to do what must be done. When he took over, she lost that plan and just started to _feel_. And goddess he felt too good.

Her first frantic grind against his leg is what forced him back to reality. He didn't want it like this, not with her. He didn't want her rutting herself to orgasm on him still fully clothed and out in the open for anyone to see. He used all his willpower to summon enough restraint to tear his mouth away and gently stand her once again on her own two feet. With his hands bracing him on either side of her shoulders and his forehead resting on hers he took several cleansing, calming breaths before meeting her astounded gaze.

No, no, no, she needed this to be fast and hard and _over_. The more time she spent with him, the deeper she let him in, the harder it would be to walk away. She tried to kiss him again and he obliged, but would only permit a short almost friendly kiss before he pulled away again. Ok, now she was confused, isn't this what he wanted?

"Spike, what's going on? I thought you wanted this. Oh no, do you not want this? I thought I was understanding today, maybe I got it wrong." She was busy replaying their earlier conversation when he swooped in for another kiss, this one long and slow and seriously lacking in the intense passion department, but all the sweeter for it.

Bloody hell, he _loved_ kissing her, could do this all night, just this and nothing else. But, this was to be his last night with her, and as tempting as her kisses were, he wanted more and he needed her to understand what was happening.

"Oh believe me, I want." He emphasized that statement with a measured flick of his hips that pressed his hardened length into her stomach and sent a shiver through her body. "Just not like this, get enough of the rough and tumble, yeah?"

Now she understood. What he needed was exactly the opposite of what she wanted. Goddess she couldn't give him that without losing a little more of her heart in the process. No, she would give him whatever he needed and she'd _make_ herself walk away in the morning. After all, in a few hours she wouldn't remember how much she loved him or how bad she wanted to just stay in his arms for the rest of her life.

"Ok then, let's go." This time it was her who took his hand leading him toward his crypt. She let her breathing and heart rate do what it would, she knew he'd enjoy witnessing the affect he had on her.

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Once they were inside, he stopped her at the top of the ladder. "Stay here for just a minute, need to light a couple candles. It's dark down there, don't want you falling and hurting yourself." He placed a quick kiss on her head before disappearing down the dark hole in front of them.

Spike quickly lit the candles he had earlier arranged all over the room. A crypt may be suitable for a vampire, but it worried him to no end that it would be too dark, depressing, and cold for her tastes. She'd stayed here with him a lot, but this time was different. There were no illusions about what they were doing, and he wanted it to be as romantic as possible, as glorious as she deserved. He'd considered finding them a nice hotel room, but had changed his mind almost straight away. It was greedy of him, of that he was aware, but he wanted her here. He wanted to be able to drown himself in her scent on his sheets for days to come. He took one look around, making sure everything was just right before inviting her down.

He was gone for almost five minutes, how long did it take to "light a couple candles" anyway? Now that she'd resolved to do this and do it _right_, she was a little anxious to get started. Their hot make out session in the cemetery had her more that a little worked up and he'd stopped her before she could find any release from the friction his leg had provided.

"Alright luv, come on down." His voice drifted up to her through the opening in the floor.

"Ok, but um, could you move back a little?"

"Move back?"

"Is there an echo down there? Yes please, about three steps should do it." Couldn't have him seeing what was under the jacket before she was ready, it would lose the desired affect. Though her tactics had changed drastically, she still wanted to see the look on his face when this bulky thing finally hit the floor.

"Ok, ok, pet, calm down, I'm moving, but _only_ three steps. Want to be able to catch you if you fall."

As if he wouldn't be able to get across the room before she was halfway to the ground anyway. "I've been climbing ladders for years, Spike. Besides, I'm not a child." She was stepping off the final rung as she said the last. She turned around to meet those intense blue eyes, and her breath caught in her throat.

"Believe me, Red, your status as a fully grown-" His eyes ran the length of her body "-exceptionally beautiful, startlingly sexy woman is not something I'll be overlooking again."

She felt the blush creep up her neck and into her cheeks. It wasn't embarrassment, but pure desire that caused her blood to rush to the surface. A few words and one very alluring perusal of her….assets had her weak in the knees. How did he _do_ that?

He stepped back and she was pulled from her reverie and finally noticed the room around her. She was shocked into an even longer silence. There were candles _every_where. He normally lit a few for her when she was here, but tonight there were enough to chase the ever-present chill from the air and bathe the entire room in an flickering golden glow. The usual cotton sheets were replaced with dark silk. Laying in the center of all that black, providing a stark contrast, was one single red rose.

When her eyes finally found his she saw all the hope and uncertainty written across his features and felt a tear slip down her face. No one had ever gone to this much trouble for her. She'd never been wooed like this. Then to have him wonder if she'd like it, worried that she wouldn't? It was just too much, too much everything. Why couldn't the people who _loved_ her care this much?

"Spike…. It, It's beautiful. No, better than beautiful, what's a word better than beautiful? Stunning? No, that's not right either, not a good enough word. I can't….there aren't any words good enough."

He'd been trying for months to give Buffy that look of wonderment, but a few candles, new sheets, and one flower was all it took for Willow. This was the first time he'd ever met a person who deserved the kind of love and devotion he could give and she wasn't his, never would be. He brushed aside those more depressing thoughts and moved to put his arms around her, deciding to make this night unforgettable and think about the rest some other time.

Before he could encompass her in those arms she craved so badly, she held up her hand to stop him. "Wait, I've got a surprise for you too." She kicked off the tennis shoes she was wearing, and then started slowly unbuttoning the thick coat she wore. His pants were suddenly three sizes too small as he got peek a boo glimpses of dark green and black lace.

He'd made it a point to always comment on how good she looked in green, going on and on about how well it complimented her skin tone and hair. When she'd found the almost hunter green teddy at the lingerie shop this afternoon, she'd known immediately that it was perfect, and she wasn't disappointed as all was finally revealed. Even without his preternatural senses, she could tell he was enthralled with every inch of skin and lace she exposed. Finally disrobed, she once again looked into his eyes and was taken aback by all the heat she saw there and the gold tint that drove her crazy.

"Willow, my god, you're…………." He was speechless, he licked his suddenly dry lips and tried to find the right word, but just like her, he was sure there wasn't one. No one had ever taken the time to find a word that would do her beauty justice. So, instead of inadequate declarations, he used his lips, tongue, and teeth, trying to convey every emotion flowing through his body.

**I know I keep saying this, but we'll get to the good bits next. i'm not sure if I can do it well, but I've just decided to go for it and let you be the judge. But anyway, still don't own it and never will :)**


	18. Trusting

"Much as I love this little number, ducks, would much rather have you out of it." The words were spoken against her mouth. He'd been reluctant to even allow her to breathe between kisses and they'd been standing there for……….she wasn't really sure. It seemed like forever and not nearly long enough at the same time.

"Hey, there's already an inequality of clothing here mister, tit for tat. You lose some of yours, and I'll lose some of mine." She had a wicked gleam in her eye that just made him even more impossibly hard. In the blink of an eye, he'd pulled away from her and was naked almost instantaneously.

He allowed her a moment to enjoy the view, could tell that she was by the way her pulse picked up and the air turned thick with her spicy scent. She'd seen him naked before, of course, but it had been hurried. They hadn't had or taken the time to really appreciate each other, so him just standing bare before her was probably at lot for her to process.

He was gorgeous, his small imperfections, faint as they may be only added to his beauty. A slight scar here or there just enhanced his appeal. Had she ever wanted someone as much? She was quite sure the answer was no.

"Your turn, luv." He whispered, approaching her and pulling her out of her trance-like admiration of his body.

"Oh, right, sorry." She started to reach for the clips on the front of the teddy, only to be stopped by cool hands.

"Allow me. Didn't get to do this right and proper the first time, I bloody well plan on making up for that tonight." His agile fingers began unclipping and for every clip he freed, he placed a tender kiss on the newly exposed skin. She was on fire, and she wasn't even undressed yet.

All he wanted to do was rip and tear and then immerse himself in her heat. Bury himself deep enough to drive out the cold despair that had seeped into his bones when he first learned of her plan to wipe him from her life. What the demon wanted and what the man needed were at odds again, but he wouldn't give in, not yet. With her he knew he could unleash his beast, and later, maybe he would, but right now, it was all man. So, he was taking his time, placating the animal within with the promise that later he could come out to play, knowing Willow wouldn't turn him away for it.

Forever. That's how long he was going to be undressing her. A snap then a kiss, a snap then a kiss, over and over again, how many could this thing possibly have? She finally forced her eyes open and her head down, suddenly needing to see him. She wanted to see his progress down her aching body and reassure herself that she was really here, that it was really him touching her. Oh yeah, it was him, platinum blonde hair, sinful red tongue darting out to taste the skin under one breast. Not where she needed him though, not yet. She tried to remind herself that patience was a virtue, then he took one hard nipple into his mouth. Screw patience, she needed him _now_.

"Spike, please………" She heard the breathy moan in her own voice, knew she sounded desperate, but she _was_ desperate. She needed him, wanted him so bad she was shaking almost uncontrollably. Just a few kisses and she was putty in his hands. Goddess how was she going to find the will to give this up?

_That_ was what he was waiting for, what he was working so hard to achieve , but it wasn't enough. It had been a long time since someone had begged him for anything. Of course, he preferred to have the body under his hands bleeding and begging for their own death, but this was a close second.

"Please what? What do you want? Tell me and it's yours, pet."

He could have kicked himself for that and was happy to see that she was too turned on to notice his slip. To far gone to realize he hadn't just been talking about her physical pleasure.

"You. I want you. I want………_ohhhhhhh_" She was naked now and a light breath blown unexpectedly across her stomach followed by the flick of a cool tongue in her navel caused her to tremble.

"Plan on giving you just what you want, Red. But no jumping ahead, gonna do this right. Gonna worship every inch of you." A firm but tender stroke of his tongue to her center caused her knees to buckle, but she didn't hit the floor. Strong arms caught her and carried her swiftly to the bed. The rose was tossed across the room as he laid her down in it's place.

He didn't join her immediately, preferring to take a minute to admire the exquisiteness laid out before him. Just as he'd imagined the numerous candles did nothing but add to her splendor. The dancing flames cast an almost heavenly glow over her skin and her hair was pure fire. The usually red locks glowing gold in the soft, natural light. He suddenly yearned to see her in the daylight, could only imagine how magnificent she'd look naked and smiling under the rays of the sun.

"Spike? Are you going to just stand there all night? 'Cause I'd really rather you didn't." She knew he was determined to enjoy a leisurely exploration of her body, but she'd really rather him do it with his lithe hands and that incredibly sexy mouth.

Her invitation pulled him from his inner poetic ramblings and in one fluid motion he was on the bed and holding her hands above her head. "This is going to be difficult, Willow, but I want you to keep your hands right here. Be a good girl and don't move and I promise it will all be worth it in the end, ok?"

A slight nod of her head and he went to work. He teased each nipple to a stiff peak, triggering unintelligible pleas and lustful moans with every lick and nibble.

"Spike, I can't…….. oh goddess, again, do that again, please……..I can't do this, can't keep my hands still. I want, _ummmmmm_, gotta touch you, _please_ let me touch you." He was driving her mad, she needed to come and if she didn't get to feel his skin under her fingers soon she might explode.

"I swear luv, you'll get your turn, I'm not that selfless, but just for a little while, let me adore you? Let me make you feel good?"

"I want to do this, Spike, want to give this to you, but it's just too much. It feels too good, I just can't…."

Did he dare? He'd suggested using the cuffs with Buffy once, but had been turned down flat. If he mentioned restraining her would it scare her? What the hell, he wanted to taste her everywhere, needed time to memorize every freckle and learn every erogenous she had and since she'd only given him a few hours to do that he needed her cooperation. If the idea seemed to bother her, he was sure he could find some way to distract her, make her forget he'd proposed it in the first place.

"What if……..would you let me………do you trust me?" He hated himself for the hesitation he heard in those words, but her answer was immediate and unwavering.

"Yes."

**So, here it is, and I think this is where I'll stop with the juicyness, I'm not very good with it and if I tried to continue it just might spoil the entire story, so we'll be moving along to bigger and more angsty stuff for the next few chapters. **


	19. Missing

She was gone. Her scent still permeated the air, the handcuffs still hung from the bedposts, and the candles were burned down to almost nothing. He was propped up in the middle of his bed, a cigarette dangled from his lips and tears dropped unnoticed to his bare chest. He was holding a letter, one that she'd tried to make him promise he wouldn't read until tomorrow. Yes, he'd told her he wouldn't, but he'd never actually promised.

They'd spent hours in his bed, most of them with her bound to the bedposts and him absorbing every moan and plea. He'd brought her to orgasm slowly and lovingly, hard and suddenly, he'd tasted her and held her. He'd kissed her breathless and tried to make a lifetime of memories fit into just those few hours. But it wasn't enough, it would never be enough. Even if he wasn't immortal, even if he died today and she'd never left his arms it wouldn't be enough.

He'd walked her to the door at dawn and watched her walk away. Since his turning he'd never felt as compelled to end his existence. It was all he could do not to follow her into the light. Meeting the sun's morning rays would have been worth it to feel her lips one more time. But the hope that one day she'd return, that one day he might be able to call her his own had stopped him.

He was empty, he'd never felt so hollow, so alone. He read the letter one more time, trying to find the strength to do as she wanted.

_Dear Spike,_

_I don't know where to start. I feel like I should say something profound, something worthy of the loss I'm already feeling, and I'm going to try though I may fail miserably. You've been an amazing lover, and though it's really only been once, I'm sure tonight won't disappoint. But, more importantly, you've been a wonderful friend and confidant. You knew how to be there for me and provide comfort and acceptance when even my best friends didn't. You held me while I cried and then you introduced me to happiness and laughter once again. You, a creature of the night, brought light and love to my dark world. This is where I would normally say that I will never forget you or the time we've spent together, but we both know that would be a lie. So, let me say I wish with all my heart that I could. I wish that I was strong enough to keep you in my heart for the rest of my life, but I'm just not._

_I managed to alter the spell as you requested. If I ever need my memories back, just kiss me. It's been such a surreal experience with you, that I thought I should put in a fairytale twist. I know you're shaking your head and laughing at me for being such a "silly bint" right now, but I couldn't help myself. You've made me feel like a princess and a "kiss to break the spell" just seemed too perfect._

_I'm not ashamed of you or a single moment I spent with you. I don't regret it, and if things were different, if there were no Tara or Buffy, I'd proudly carry these memories for all eternity. Please know that I don't make this choice lightly. I'm just trying to find a way to carry on. If I don't let go, if I don't forget you, I'll just keep coming back. I'll end up hurting Tara and messing up any chance you have with Buffy. I don't want to do that to her and I _can't_ hurt you like that. So, this is goodbye. Thank you for everything you are and everything you've done for me. Thank you for just being you and allowing me to just be me._

_With Love,_

_Red_

It both warmed his heart and shattered it that she'd signed the letter as she had. His Red, his gorgeous, firey, pixie, god how he missed her already. But she wasn't _his_, may never be his, and he didn't know how to survive without her. Over a hundred bloody years and a few weeks with her had ruined him. Before the chip, before he'd gotten tangled up with these pesky humans, he'd have killed her for causing him this pain. He'd have ripped her throat out and bathed in her blood. But, that thought didn't appeal to him like it should. He wasn't a man enough for her to love and wasn't demon enough to make his suffering hers.

He folded the letter neatly and placed it under his pillow. He curled up in the sheet that smelled so much like her and allowed sleep to take him to a blissful state of ignorance and denial.

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**The next few chapters are probably going to be shorter than normal, sorry guys, but i think it's time to move the story along and I don't want to wallow in the angst for too long. Oh, and I did change the genre! Thanks for the reviews, I'm glad you guys are enjoying this!**


	20. Forgetting

Walk, she just had to keep walking. Well, walking and not looking back, because the looking back? Well, that would definitely not be good. If she looked at him again, she'd go back to him. From the beginning it hadn't been easy to leave him or allow him leave her, but she'd always comforted herself with thoughts of "next time." This time though, there would be no tomorrow for them, at least not one that would make walking away this morning worth it. She was trying to remind herself that soon this pain would be gone. That she wouldn't miss him or love him, but that was just saddening.

By the time she was standing on Buffy's front porch she was desperate to feel his arms around her again. Frantic to feel the velvety glide of his skin against her own. Her desire to kiss him again, to make love to him again was stronger than it'd ever been. She'd thought the magic withdrawal was painful, but compared to _this?_ Well, just about anything would be better than this.

She closed her door quietly and busied herself setting up for the spell. That itself was a daunting feat considering that she could hardly breathe and was shaking fiercely with the force of her silent sobs. She had to do this quickly, she'd have about an hour afterwards to get every trace of her spell casting put away. Her memories of him would fade one by one over that hour, with the memory of actually casting the spell being the last to go.

The hardest part would be trying not to fight the affects. If she attempted to hold on to any of this it might not work and that was not acceptable. He was in love with her best friend and the love of her life would be here tonight. Yeah, she would just keep telling herself that. Maybe if she repeated a mantra of 'I love Tara's' she could ignore the fact that she'd just left her true love standing in the doorway of his crypt.

She took a few cleansing breaths and lit the contents of the bowl in front of her. She threw a few drops of his blood into the flame and spoke the words that would forever erase her love for him. It was truly anti-climactic, there were no bright lights or thunder claps, only a tiny surge of power and the fire in front of her died.

Immediately that walk home from the magic box started to shift. Slowly he was replaced with nothing but darkness and despair. She rushed to put everything away, trying to concentrate on the task at hand rather than the void that was seeping into her heart.

Once she was satisfied that there was nothing to suggest that she'd just altered her reality, she slipped into a night shirt and returned the trench coat to it's spot in the back of her closet. She'd left the lingerie with Spike knowing it would confuse her to find it in her draw later.

By the time she crawled under the covers and allowed her tears to fall once again, her memories of last night were starting to fade into visions of her studying and turning in early. She willed herself to release last night from her mind, to allow the fabricated memories to take front and center in her brain. As she started to forget casting a spell that she wasn't she sure the purpose of, she finally drifted into a fitful sleep.

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Hours later, Willow climbed out of her bed and stretched her aching muscles. Goddess she was tired, why did she even bother with going to bed early? Ever since she'd given up the magic she hadn't been able to get a good night's rest. Maybe if Tara were here, maybe if she had someone to hold her and tell her she could do this, maybe if she had someone to love her it would be easier.

Well, hopefully all of that was going to change, Tara had told her yesterday that they needed to talk and she was going to stop by later. Willow was prepared to beg if necessary, anything that would bring her girl home and get them back together like they were supposed to be. The last few weeks had been unbearably lonely. She'd felt recently been feeling like a part of herself was missing and she was sure that winning Tara back over would rectify that.

**Ok, the next few chapters will be short like these last two. We'll be flashing through he next few years in the lives of the Scoobies and the crew at Angel Investigations. I haven't fallen too deeply into the plot of the actual show but I've tried to at least keep with the basic storyline. We'll be continuing that pattern until after Not Fade Away, but from there all bets are off. I've dabbled in the comics a little, but I'm not going to incorporate any of that into this.**

**Just for the record, if I could alter either of the shows (aside from the fact that I'd have put Willow and Spike together in the last season of BTVS, I mean they BELONGED together, obvious much?), I'd have saved both Cordy and Fred from their deaths. But that's just me and my romantic heart! :)**


	21. Leaving

He was leaving town,, he'd return only when he had what he needed to be the man she thought he was. He would never deserve her like this, wasn't even worthy of the time she'd given him. He'd proven that with his hellish actions.

He'd tried so hard to remain the man/demon that she'd helped him become. He'd just been so lonely. He'd tried to fill the cavity in his heart with booze, but that had only made things worse. He'd gone after Anya. No, that wasn't right, he hadn't meant for anything to happen with her. They'd both been hurting and had just for a short time found relief in each other. It had been purely physical of course and completely consensual on both parts. Truthfully he'd been picturing Red laid out on that table, had imagined for just a moment that she'd come back to him.

That wasn't the worst though. If that was the extent of his horrendousness, he could deal with it. But, after Anya, he'd turned right back to the alcohol again, and had ended up in an even worse way. He'd decided, in his stupor, that if he couldn't have Willow, then he'd make Buffy have him.

He'd tried to force himself on her. The only thing that had really stopped him was Willow. He'd briefly wondered what she'd think of him, and that had been enough to sober him up. How would she feel knowing he was nothing more than a rapist. Nothing more than a murderer. No, that was not tolerable, he couldn't be that _thing_ anymore. He had to be something more. No more pretending, no more wishing he was a man.

He could never truly be a person again, but maybe he could find a way to get a little closer to humanity. He still had his free will and he could, for once in his life, do something _good_. Not because he had to in order to survive, not because someone else was demanding it of him, and not because of how someone else would feel about it. Yeah, it was because of her that he was doing this, but not really _for_ her.

She had accepted him as he was, but she had also made him want to be _that_ man. She'd looked at him as if he were _real,_ as if he belonged in her arms, as if they were equals. He wanted to live up to her vision of him. So, he was on his way to Africa. He'd heard tales of a sorcerer who could restore the souls of demons. He wasn't sure it was true. He honestly doubted very many demons wanted to regain their humanity, but he had to try.

He do whatever he had to in order to get his soul back, then he'd go back to Sunnyhell. He'd beg for Buffy's forgiveness and offer to help them without the promise of payment. Then maybe he could find a way to be a part of Willow's life again. Sure, it would hurt to see her everyday and not be able to touch her, but the thought of standing on the sidelines of her world was just too painful**.**

**Told you it would be short, the next one will probably be just about the same. I'm going to give you just a little peek at Willow, but we're not going to reach the point of Tara's death. We're going to glide right over that and after the next chapter, we'll go on and start working our way through season 7 of BTVS and season 5 of Angel. We're getting closer to the end and I'm getting anxious to get you guys there. This idea has been swimming around in my head for months, even months before I started writing. You can imagine how excited I am to be more than halfway done and just like you I'm so ready for them to finally get together. :P**


	22. Needing

Tara was back. Willow was lying in her bed, snuggled tightly into the woman she loved. Tara had forgiven her and was ready to start over. Everything was back to normal. So, why did she feel so lost?

She'd thought having Tara back would make her finally feel whole again. But she still felt like something was missing, as if there were a piece of her gone. Before the breakup her heart had felt full to bursting. When Tara left she had been destroyed, smashed to pieces.

She'd spent the last few weeks dangling in her own kind of hellish purgatory. She knew that if Tara didn't return that she'd lose the only real love she'd ever had. If Tara came back, she'd be even happier than she'd been before because she'd know what it was like to have that taken away. Yes, she was happy, but there was just something missing.

She couldn't wrap her mind around these new feelings. She didn't love Tara any less, she was certain of that. It was just that that love no longer made her feel so complete. It was as if Tara was no longer enough. Maybe she was feeling the loss of her power more now? She really didn't think that was the problem, she knew things had gotten out of hand with that. She had no desire to put herself or her friends in danger again, and she knew that's what would happen if she so much as dabbled in magic again right now.

One of these days she'd pick it back up, but she didn't want to risk it at the moment.

So, what was going on? She still wanted Tara, still needed Tara, but she needed something else too. Something that was currently alluding her. Maybe she was doubting Tara's return. Maybe she was subconsciously holding back in case Tara decided to leave again. But, she'd seemed sure enough last night and thinking about it Willow realized that she believed her. She knew Tara was back for good.

Her tears had started to fall long before she realized she was crying and she suddenly noticed the wet spot on her pillow. This was all wrong, these should be tears of happiness and utter joy. They weren't. She was distraught, she was sure she'd lost _something_ because this was hopeless desperation darkening what should be an amazing morning.

She felt Tara start to stir and furiously wiped at her face, she pasted on the smile that should come naturally and turn to face her lover.

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Buffy was sleeping with _Spike_? Sure that was a surprise, but what was most disturbing was the almost nauseating jealousy that swept over her at that thought. Why should she be jealous of Buffy and Spike? Oh Goddess, what if she'd been harboring an ultra secret crush on Buffy all these years? So secret in fact, that she hadn't even realized it.

No, she was certain that wasn't the problem. It had to be because Buffy had turned to Tara instead of her for help and support. It was perfectly acceptable to be upset that your best friend hadn't confided in you, right? Most definitely. Anyone would be at least a little offended by that. That _had_ to be the cause of her distress. She was happy with that explanation. Now, if she could just figure out why she had this huge, gaping chasm in her soul.


	23. Wishing

**We're going pretty far into season 7 here. Way past evil Willow and crazy Spike. Spike is living in the basement at the Summer's residence already and Willow is with Kennedy. I think this works, but if it doesn't, let me know and I can put in some filler chapters to get us to this point a little more smoothly.**

She's at the top of the stairs again, just outside the door, and as always, he's leaning on the other side. She can't hear him, doesn't have the enhanced senses like he does. He can hear her heart beating fast with indecision. Imagines her hand raised willing herself to knock this time. She won't, he knows that, but for a minute he lets himself pretend:

_She knocks, softly enough that no one but he will hear, and before her knuckles rap the second time the door is swinging open and she's in his arms. As is normal, the internal war rages, but this time it's lost. He can control the urge as long as she's on the other side of the door, the room, the couch, as long as he doesn't touch her, but this is too much and he gives in. Tilting her chin and looking directly into her eyes, he presses his lips to hers and she gasps. All the memories flood back, washing over her like a typhoon. Then she's kissing him in earnest, making up for lost time, seeking and giving comfort, wanting him as much as he's wanted her all this time. Now she knows. Everything he's done, all the blood, sweat, and tears he put into winning back his soul, the torment and agony he's been in since he did, it was all for her. All of it so that he could be the kind of man she could find pride in loving. _

He's pulled out of his fantasy when he hears her quiet retreating footsteps. If he listens hard enough, concentrates on nothing but her, he'll be able to hear the lullaby of her heartbeat, pick it out from the many others fluttering madly in the night. And, as always he does, and just like every other night, it's the only thing that keeps the demons and nightmares at bay and allows him a few hours of glorious, dreamless, peaceful rest.

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She doesn't know what draws her here, to him. She isn't sure why most every night finds her creeping out of her bed and to this door. Maybe it's because he's the only other person who might understand her anguish. Really, aren't they so much alike right now? Both lost and hurt, both needing someone to understand, and she could _do_ that for him. And just maybe by helping him, she could find some of the absolution she so desperately needs.

She raises her fist, _this_ time she'll knock. _This_ time she'll go in and offer him the little bit of herself that's not lost in her twisted, murdering soul. And maybe by doing that, by forcing that part of herself to the fore, she can truly start to heal. She can find herself again and be the person that was lost so many months ago when Tara was ripped from her and the world slipped into the darkness of her rage and revenge.

But she doesn't knock, never does. Just drops her hand, shakes her head, and tiptoes back to her room, her bed, the bed she shares with Kennedy. Kennedy, so young and naïve, thinks she knows how the world works, thinks she truly seen, touched, and fought evil. Maybe she has, but nothing compares to the evil you can find in yourself. Fighting evil from the inside out? You can only understand that if you've experienced it. That's the reason she feels connected to Spike, she's certain. As she assures herself of this, there's a slight tingle somewhere deep in her subconscious. She has a sudden flash of pale skin, blue eyes dark with desire, and the feel of soft cool lips on hers. With a slight shudder her mind finally relaxes and she falls into a deep if fitful sleep. Tomorrow she won't remember her momentary vision of him or the security and immense arousal that came with it, she never does.

**I think the next chapter/s will be Spike's POV right before and as he closes the Hellmouth and Willow's POV upon finding out he didn't make it out. Could be that I change my mind, but as of now, that's the plan.**


	24. Burning

He'd spent last night in Buffy's arms. It wasn't where he _wanted_ to be, but he still cared about Buffy and was willing to provide her the comfort and support she needed. She'd tried to kiss him, but he had refused, telling her he'd no longer settle for anything less than love. He'd thought she'd understood that he no longer loved her. She hadn't been upset, she'd just smiled and snuggled into him.

It had been nice, having a warm body that close on what very well might be the last night of his existence. He'd spent the entire night awake and studiously avoiding looking at the woman in his arms. If he ignored her hair color and her smell, he could almost pretend it was Willow. Well, as long as he also ignored the muffled sounds of pleasure coming from her room upstairs he could pretend it was her. He truly hated doing that to Buffy, but he figured she owed him at least a little, and what she didn't know couldn't hurt her.

Usually, he worked diligently at isolating Willow's voice, respirations, and heartbeat from the rest. Sometimes he even imagined her moans and sighs of pleasure were for him, but that wouldn't do last night. If it was going to be their last night he would take no joy in the pleasure provided to her by someone other than him.

He'd considered cornering her earlier that night, kissing her and having done with it. He thought about giving it all back to her and then pleading for her to join him just for a few hours. He'd tell her that just like before, no one would have to know. She could slip out of her room after her girl was asleep, and he'd be waiting for her. But, he didn't, wouldn't, couldn't do that, he'd promised only to give it all back if she _needed_ it, and he knew his pain and desire, his desperate _want_, had nothing to do with her needs.

Then he'd considered just seducing her, he knew that'd be hard without being able to _kiss _her, but he'd accomplished more difficult things in his life. They'd hit it off once, right? She was still the same girl she'd been last year, so it could work. The problem was that he wasn't the same person he'd been a year ago. If he was, he would have given it no further thought, and set to the task at hand. But, as he'd told Buffy, he would no longer settle for less. If he had her again, if by some miracle he was deemed worthy enough to hold her again, he wanted her fully aware of their past. So, he'd just held Buffy and tried not to let his tears fall into her hair.

Now, here he was standing at the opening to the hell mouth. The amulet he'd so willing donned was starting to glow and vibrate with energy. As he felt the first slice of light burn through him, he closed his eyes and tried to conjure her face one last time. This was the end and he knew it.

Buffy reached for his hand, and just like last night, he sought comfort from a woman that could never be what he wanted. He laced his fingers through hers and finally - _finally -_ he forgave her. He hoped that she could someday forgive him, he knew it would be easier for her to do once her was gone and let that thought give him the strength he needed to stand firm while his body was burned from the inside out.

"I Love you"

How he longed to hear those words, and in his dying mind, for a moment, they were spoken from different lips. In one final instant of clarity he saw Buffy's eyes drowning in tears and offered a small, honest, and exonerating reply.

"No you don't, but thanks for saying it. Now go."

She released his hand and though he was on fire, it felt cold at the loss.

"I wanna see how it ends."

**I wrote this chapter a couple different times trying to get it just right, I'm still not completely happy with it, but I think this is as good as it is going to get. So, here it is. We really are getting close to the end, so enjoy it while it lasts. :)**


	25. Driving

They were driving away. Away from Sunnydale, away from the only home she'd ever known, away from their lives, away from the hell mouth that no longer existed, thanks to Spike. Spike. He truly was a champion, a hero, a world saving, soul having vampire. But not anymore. Now he was a pile of ash amidst the rubble that used to be a school and a town, but was now just a crater.

Standing on the edge of that abyss she had felt something. Something deep and dark, it had threatened to consume her again - grief, heartache, misery. All of it for Spike. Why? She wasn't sure yet, but she thought it might have something to do with _them_. Spike and herself. She'd felt something between them since he returned with his soul so many months ago.

She'd catch him looking at her when he thought she wasn't paying attention. The few times she'd been stealthy enough to get a glimpse of his expression, it had taken her breath away. So much……… something. Pain? Despair? Longing? _Love?_ She didn't know, but it was _something_ and that little niggling in her brain that had been telling her it was important was growing now.

As she'd first looked into the hole that was Sunnydale and learned that Spike was never coming out she'd felt as if her heart had been ripped out and had died right along with him. She'd wanted to scream and cry. She'd wanted to demand that he be returned. She'd wanted to wreak havoc and destroy anything or anyone that stood between them, death included. The pull had been immeasurably worse than when she'd lost Tara.

Luckily her Goddess had been standing watch and provided the anchor she needed to control her wrath. Even now hours after performing the spell that released power to all potential slayers she could still feel her Goddess' force flowing through her veins, calming her, protecting her, soothing her. Something had changed when that spell had been cast. She felt different, more powerful and more in control at the same time. It was an extremely liberating feeling, but her thoughts of Spike wouldn't allow her to fully enjoy it.

She slept a little while ago and had been assaulted by a montage of images that she couldn't quite remember now. The only thing she knew for sure was that Spike had been there, in every vision that flashed before her closed eyelids - ivory skin, bright blue eyes, shining almost white hair. She was almost certain she had been there with him. It hadn't felt like a dream, but more like a recollection of past events.

She had never had the kind of relationship with Spike that would have allowed her the opportunity to see as much of him as she was sure she'd seen in her dreams. But still, it had felt _real_, as if he'd been close enough not only to touch, but to taste, to _feel_. But, just like a dim star in the night, if she focused too hard on the details, it only became more hazy.

He had been an ally, a _friend_, so it was only natural that it would hurt to lose him, right? Right. But still, it hurt _too much_. She couldn't imagine never hearing his laugh again, never looking into those eyes again, never being able to trace those cheekbones again…….. Wait, touch him? Had she _ever_ touched him? Yes, that night in her dorm room. The night that she had pretty much invited him to drain her, turn her. She'd touched him then, but not like that, not like a lover. But her fingers itched to feel his skin, and for some reason she could almost feel him. His skin would be hard, but soft and silky as well, he'd moan if she trailed her fingers slowly down his throat and she'd be able to feel the vibrations in his chest.

Whoa, that was new. Startled, she glanced around to see if anyone had noticed that she had slipped into a very vivid daydream about Spike. How would she know what he felt like? How would she know that he loved for her to rake her fingernails gently down the column of his neck? She had no clue how or why she knew those things, but she _did._ She knew exactly what his skin felt like against hers, and she knew exactly how he liked to be touched.

The hell mouth was gone, so she couldn't blame this on it, that could only mean one thing. She had screwed up. She'd done something at some point in time to cause this. The question was what? A spell of course, it had to be. A spell that had somehow affected her memories and apparently did not extend beyond his death. She was always such a silly little girl. She'd always fallen back on her magic to solve her problems. If she could forget it, or change it, then she did. 'Why not?' had always been her motto. Oh Goddess, what had she done and had she hurt him in the process?


	26. Haunting

Back from the dead, well now, wasn't this familiar. Couldn't a bloke die and _stay_ dead? Apparently not, and every time he came back, he was just a little more fucked up. Now, not only did he not have a pulse, he was incorporeal. Bollocks! But wasn't this just about right? Die a hero only to have it ruined by not _really_ being gone. What's worse is that he had to come back to this godforsaken place.

It would be his luck that he'd find himself here, with Angelus and on top of that he was a damn spook. Bloody _hell_, what did he do to deserve this? He wasn't certain even all the years of torture, bloodshed, and mayhem would have been bad enough to warrant _this_.

The only thing he couldn't complain about was Fred. She was amazing, another time, another place, and he could easily fall for her. Really that was no surprise, half of the reason she appealed to him was for the noticeable similarities between her and a certain green-eyed witch.

Willow had been his last thought before the darkness had claimed him, and she'd been his first thought upon finding himself in the ponce's office. But that could have been because, though apparently several months had passed in this world, to him he died in one instant and was resurrected in the next. Almost no time had passed between dying and living again. He'd basically faded from there to here.

He still had no idea why it had happened, or why he was here. He was pissed off that he wasn't allowed his graceful bow out of this world. He was mad that he'd decided - of his own volition- to give up his existence to save the bloody world and the PTB were still jerking him around. However, as angry as he was, there was a small part of him that was overjoyed.

He'd tried to leave, to go see her. Course, the pouf thought he was trying to go to Buffy, but let him think whatever he wanted, wasn't any of his business anyway. But as was normal with him, his plan didn't quite pan out. He was stuck here, at least until his beautiful little scientist wrapped her cute brain around his "problem" and figured out how to make him a real boy again. _Then_ he'd go to her, kiss her bloody senseless and shag her till she couldn't walk.

He was tired of this, tired of always being the one cast away. If he wanted things to change, he had to take charge. He was damned well going to do just that. But first, he'd better figure out how to make contact with solid objects without falling through them, just in case Fred didn't figure out how to "fix" him. Couldn't very well kiss the girl if you kept passing through her, now could you?

He thought he'd never have another chance with Red. He'd thought that day in the hell mouth was the end. But he was back, and he _was_ going to have her. None of that obsessive, stalker, rapist shit, he was going to have her because she _wanted_ him, and she would when he was through with her. He'd never felt like this about anyone else, so there was just no other option. She'd said their relationship was like a fairytale, and didn't all fairytales have a happy ending? Sure they did, the wicked witch burned in the oven, the ugly duckling turned into a beautiful swan, the glass slipper fit the fair maiden, and the Big Bad would get his Red. It was the only ending he'd allow.

**I'm sorry these are so short, but I did warn you. Anyway, still don't own it, and feel free to let me know what you think. :)**


	27. Remembering

She jolted straight up from her pillow, horror and loss written clearly on her face, panting to catch her breath. Everything, she remembered _everything._ It was enough to make her blood run cold and guilt consumed her. What had she done? She'd loved him, loved him still, but Tara……… Oh goddess, Tara. She'd cheated on her.

No, she didn't cheat on Tara, the other witch left her and she'd turned to Spike for companionship. They'd made love twice, and their relationship had been much more than just sex. He'd been there for her and she for him. She'd fallen in love with him, but he'd been in love with someone else, so she'd given him up. She'd gone back to Tara.

Of course, she'd cast the customary "fix your life" spell first. That was the real kicker, she'd spent all this time thinking she'd actually done as Tara had asked. She thought she'd actually detoxed and gotten clean. She thought her love for Tara and her anguish at losing the girl had been the only thing that had turned her back to magic. But she'd been wrong. Her love for Spike had been what had sent her crawling back like a junkie. The fact that she couldn't deal with it like a normal person had caused her to cast that wretched spell.

She was still heartbroken over losing Tara, but if she just hadn't cast that damn spell, she might've found some comfort in the fact that she still had Spike. If she'd had him to turn to she might have been able to control herself a little better. If she hadn't recently done such complex spell, she might not have felt the pull as strongly as she had. Not only that, but she could have been there for him when he came back ensouled and lost. She could have actually _gone_ to him rather than lurk outside his door. She could have done for him what he'd done for her the year before.

Oh, the world of 'what if's?', what if this and what if that. The reality was she _had_ cast that spell, she _had _lost Spike and she had also lost Tara. She'd adjusted the spell so that he could break it if he needed to. That must have been what left her open to the return of her memories after his death. The original spell should have lasted for the rest of her life, but as she'd been afraid of, that one alteration had messed it up.

Truthfully she wasn't upset that she'd remembered it all. She was glad. Sure, it hurt like hell, it would have been easier if these memories had died when he did, but she was glad they didn't. She owed him this. He deserved to be loved and missed. It was the least she could do for the man who had saved her life not once, but many times over.

She glanced over at Kennedy and decided right then that it was over. Things hadn't been good for them for a while, actually since the day they left California. She'd clung to Kennedy in her time of need, when it seemed like there would be no tomorrow, but she didn't regret it. She knew that Kennedy had been doing the same thing, reaching out for the closest reassurance she could find. They had been that for each other, but now that it was over, there was just nothing left. They didn't love each other, hell, she'd probably never love _anyone_ again.

She'd had two great loves in her life, two people who had truly cared about her, who could ask for more than that? They were both dead now, and losing them had almost been the end of her, she couldn't do that again. She scooted back down in the bed and closed her eyes. Right now she'd sleep, tomorrow she'd talk to Kennedy and end this before either of them got hurt.

**Moving this right along, I'm excited to get to the end, _I'm_ the one writing this and I want them back together already!!!!!!!!!!!!!!**


	28. Deciding

She was still with Kennedy, and apparently they were happy. He never would have expected that. Kennedy just wasn't Willow's type. He had to laugh at that, because if Kennedy wasn't Willow's type, then neither was he. Kennedy was like a female version of himself. Maybe that's why he didn't like the chit, too much alike and all that rot. Maybe that's why Willow had started seeing Kennedy, maybe she was subconsciously dating him?

That was a brain puzzler for another time, right now he had to decide where that left him. He was real again, solid as they come, but he hadn't yet gone looking for her. Before it was because he didn't know where she was. Now though, since Andrew's visit, he knew exactly where she was. Well, not exactly, but close enough that he could find her easily.

Brazil, it'd been a long time since he'd been there. Shouldn't be hard to locate a fair skinned red head in Rio or Sao Paulo, if you knew the right people and questions to ask. He did, he always did, no matter where he was. So, finding her was no longer the problem, that part would be easy. The issue was deciding how to approach her once he was there. Should he just go straight in for the kiss? Should he romance her a little first? They hadn't really gotten to do that the first time. She deserved to be wooed a little. For her it could be like starting from the very beginning again. He would have the chance to do it right, well, right up to the point were he kissed her and she went all black eyed on him for lying to her. Yeah, not such a good idea. Straight in for the kiss it was then.

With that decided, all he had to do was go. He could be there in under 24 hours. Could very well be in her bed, in her arms, drowning in her warmth by this time tomorrow. That is _if _she didn't get all pissy about him doing what she'd asked him not to. Surely she wouldn't, really the only reason she'd requested secrecy in the first place had been because of Tara. Since that was now a non-issue she shouldn't have a problem with him showing up and shoving her memories back into her head via his tongue, right?

But, Andrew had been gone for several days, and still he hadn't gone looking for her. Why? He should. He should pack up what little he had that actually belonged to him, and hunt her down. That had been the plan. But, what if she really was happy with Kennedy? The last time he'd gotten in between her and her girl it hadn't turned out so well for them. He'd just buggered up her life as well as his own. He'd screwed everything up so bad that she'd had to force herself to forget him.

He couldn't handle that kind of rejection again, and if she was really happy, well, he didn't want to mess that up. He realized that he was willing to give her up forever if it meant she could be happy. Her happiness was more important to him than his own, it was a strange feeling. When she'd cast that spell he'd pretty much demanded the loophole, wanted it so that he didn't have to give her up completely. Now though? Well, if she needed to forget him and be with someone else, then he'd let her have what she wanted and not intrude.

God but he missed her _so much_. Maybe he could find her, just let her know that he was back, talk to her for a little while, find out if she was really living the life she wanted. No, he'd be too tempted and Andrew said they were all doing well. Obviously they didn't need him, they were doing just fine on their own, and why shouldn't they? Hadn't they gotten along just fine _before_ he joined them? Survivors, the lot of them. The world could crumble tomorrow and they'd stand united till the end.

They'd loved and lost and still come out on top. They'd been kicked and gotten right back up. The bloody Scoobies were a force to be reckoned with, and with a shake of his head he realized he envied them. He also realized that he missed them and not just because of Willow, he missed them _all._ He'd been part of their fold once, and though there had been reluctance on both ends, he'd never felt more like he belonged.

Maybe instead of just showing up at her doorstep he'd sit down soon and give them each a ring. He'd have to start with Andrew since he didn't have any of the other's numbers. Yeah, he'd do that soon, just not right now, not today. He wanted to be their champion for just a little while longer.


	29. Discovering

_Alive?_ She could hardly believe what she'd just been told. Spike was alive! He was in L.A. with Angel, from the way Andrew had talked, he'd been there for a while and they'd needed her help.

She'd just been having one of her regular chats with him, that was how they all were kept apprised of each other's situations, when he'd casually said something about Spike getting his hands chopped off. She'd frozen immediately and zoned out, trying to remember if Spike had ever said anything to her about getting both hands cut off. When she was sure that he never had, she stopped Andrew mid-sentence.

"……..and supposedly blood tastes like money, or a penny to be more specific, though I have to say that pennies aren't exactly high on the yummy scale so I don't know……."

"Andrew, did you just say _Spike_? As in the Spike who burned closing the hell mouth? As in leather duster Spike? Spike who should no longer have hands to be chopped off?" She held her breath waiting for his reply, it _couldn't_ be true, oh how she wanted it to be true.

"Yes, oh fuddy duddy, I forgot you didn't know. Gosh, I've never been very good at the whole confidentiality thing, I try to tell people, but everyone keeps trusting me with their innermost secrets and I can't………….."

"ANDREW! _Is_ Spike alive?"

"Well, technically no. I mean, not alive as in the breathing and the having of a heartbeat kind of alive. But yes, in the sense that he was not lost forever to the rays of the sun radiated through a mysterious amulet. He's in L.A. with Angel. But Willow, _please_ don't tell Buffy? I promised him I wouldn't say anything to anyone and being good pals like we are he trusted me to keep his secret."

"I won't say anything Andrew. How is he? What's he doing? How did he come back?"

"I'm a little fuzzy on the details, I can give you his phone number, but now's probably not a good time to call. From what I hear they're in the middle of their own minor apocalypse right now. According to my sources they even called HQ for backup, but Giles refused."

"He _WHAT?!?!?!?"_

"Willow, no need to yell, I can hear you just fine."

"_Minor_ apocalypse? Minor _apocalypse_? How do you even have a minor apocalypse? And why did Giles refuse to help them, and even more importantly, _why _did no one tell me?"

"Giles said that we can no longer trust Angel, that his alliances seem to have changed. Personally, I think…."

"Andrew, I've gotta go."

With that she hung up and started to gather the things she'd need in a small bag. She had to help them, help _him_.

She didn't think about how she'd find them until she'd packed the few items that were indispensable when world savage was on the agenda. She'd need something of his, or something tied to him. Frantically she began throwing things around, looking for something, anything that she could use to teleport to him. In her frenzied state she almost forgot about it, until she started to sling the book across the room.

Stopping herself just short of flinging it into the adjacent wall, she quickly flipped the pages until she found what she was looking for. A single rose petal that she had lovingly pressed between the pages of the large tome a few years ago. When she'd put it there, she'd been just seconds away from forgetting him completely.

She'd come across it a few times since, but could never quite recall how she'd come to have it in the first place. Luckily she'd never tossed it, figuring that she'd eventually remember where it came from and would be upset that she had disposed of it. She could almost go back in time and kiss herself, but there was no time for that now. She slipped the tiny bag into her pocket and prayed to her Goddess that it would be enough, that she had meant enough to him that this single piece of a long decayed flower would send her directly to his side.

**Oooooh, we're almost there, but I'm going to put them through just a little more angst before we get to the ending. I promise it'll only be a little, and they will get their happy ending.**


	30. Surviving

**Warning: Character Death! Not our main characters though, so please forgive me?**

Dead. They were all dead. Well all except for Angel and himself. But, he couldn't really count their continued survival as "life". Gunn had been the first to fall, he'd been impaled on the sword of a Garesh Ka. Gunn had been a fierce fighter, but the demon had caught him from behind He and Gunn had never really gotten on too well, but he'd liked the man. Kinda like Harris, he didn't adore him, but he did admire his courage and willingness to fight in a battle that wasn't really his. He had a lot of respect for the mere mortals who threw themselves in the thick of things. No real reason to do so except that they thought it was the right thing to do.

Harris had been luck only to lose an eye thus far. Gunn had lost his sister, and then his own life to the battle of good versus evil. He reached for the bottle on the bar in front of him. He silently toasted Gunn and took a long swig.

Next had been Illyria. Blue had been absolutely stunning. The precision and deadly force she exerted in battle was a sight to behold. She had sliced her way through demon after demon, covered in blood of various textures and colors. The look on her face was one of pure joy, her eyes had been shining, she'd had smile on her face, hell he was pretty sure he'd heard her laugh at one point in time. If you were going to wage a war with an evil law firm, Blue was definitely someone you wanted on your side.

She'd fought long and hard and he was sure that if it hadn't been for her, they'd all be long gone. In the end it had taken four demons of various species to take her out. She'd taken two of them with her into death, and the other two had fallen at his hand shortly after. She'd died the death of a warrior and he knew that's how she would have wanted it. Raising the bottle again, he toasted her and took another long pull of the amber liquid, enjoying the burn as it slid down his throat.

Lorne had been the last. He had taken off for greener pastures after their attack on the Circle of the Black Thorn, but he hadn't gotten far. The day after the seemingly endless war in the alley he'd been found dead in a nearby hotel room. That was what had driven him here, to this bar. He needed to drown himself in drunkenness and wallow in their losses.

Angel had taken to brooding non stop and he was sure he'd heard him crying a time or two, but as much as he longed to humiliate the older vampire, he'd not said a word. He understood the man's grief and knew his weakness was well earned. Angel, for his part had slain the dragon and moved on to slay various others beasts as well. He'd been seriously injured near the end and Spike had given his own limited blood to strengthen the man enough to get him back to the Hyperion.

Angel had looked at him in wonder as he slit his own wrist and lowered it to his mouth. He'd been on the verge of refusing, something that still had him reeling, but Spike was nothing if not persistent. Angel drank from him and then Spike had gentle cradled him as he carried him to safety. They'd taken too many hits, to their group as well as their own bodies to continue the fight. He'd left Angel just a few hours later and personally hunted down every soddin' demon that had escaped his fury earlier in the night. He'd systematically killed them one by one, relishing in the kill.

They'd left scorched and destroyed buildings in their wake, but he knew it would all be tied up in a pretty bow to be delivered on the six o'clock news to the general public. No one outside of himself and his grandsire would mourn the loss of the three humans, one demon, and one hell god that had given all to save the world. But wasn't that always how it was? True heroes fading into the background after their mission was complete, sometimes not even remembered at all.

He'd come here to get pissed, even told the bartender to leave the bottle, but he wasn't anywhere near it, and didn't think he would get there either. So far he'd taken a drink for each of his lost comrades, an extra one thrown in for Fred. Her body had died with Illyria, but her soul had been gone for weeks before. Just another Wolfram and Hart casualty. Someone long forgotten by everyone except himself, Angel, and her parents who would never know what had become of their sweet little angel.

He was hunched over the bar, peeling the label on his bottle when he suddenly felt someone standing directly behind him. Events as of late had him far more alert and on edge than normal, so he spun quickly to face his company. He was sure he looked rather comical sitting there with his mouth hanging open and his eyes bulging out, but she was the very last person on the earth he expected to see.


	31. Informing

"Spike." For a moment she forgot everything but the man in front of her. She'd missed him for so long, mourned his loss. She did the only thing she could do. She threw her arms around him and squeezed for all she was worth.

With her once again within reach he almost slipped into old habits. He buried his face in her hair and tried to drown in her scent. For over an hour he'd been sitting here contemplating the deaths of his friends and he'd not shed a tear. Now he could feel wetness on his cheeks, but it was nothing but joy, nothing but relief at finally having her so close again.

"I'm so sorry Spike, I didn't know. Giles didn't tell me, and Andrew only told me by accident. If I'd known you survived, I'd have come immediately. If I'd known you had an end of the world thing going on, I'd have been here sooner to help. Goddess, I'm just so sorry." Now she was crying, and she _promised_ herself she wouldn't do this.

"It's ok luv, not blaming you. Didn't tell you I was back, tried to kept it a secret, wanted to be a hero a little longer." He was still clinging to her, but he just couldn't let go yet, not when it had been so long since he'd had the chance.

"Spike you _are_ a hero, you saved the world, surviving it doesn't diminish what you did. You telling us you were alive wouldn't have made us think less of you. It would have just saved us all the pain of losing you. But that's not important now, so what's the big evil and how do I help?" She finally pulled away from him and lowered herself onto the stool beside him.

"You _missed_ me?"

"Of course we did, come on, you're our friendly neighborhood vamp, of course we missed you." She smiled a little trying to lighten the mood.

_We _did, not _I_ did. Somehow that made it less personal and a little less pleasing, but only a little.

"_All_ of you missed me? Somehow I find it hard to believe that the whelp spent any time bemoaning my final death." Now he smiled, trying to hide his disappointment that she hadn't expressed her own grief over his burning to death at the bottom of a sink hole.

Honestly, Xander had cried, _really_ cried when he learned of Spike's demise. Part of it was buried grief over Anya's death that he hadn't been able to release during their escape from the quickly crumbling town. But she knew that hearing about Spike had been the catalyst. She was also sure though, that Xander wouldn't want the vamp knowing that he'd actually shed tears.

"Yes, Spike, even Xander was grateful to you and expressed his sorrow over your death." Completely serious now, she wanted him to have no doubts about the gift he'd given to them, heck to the entire _world._

"Missed you lot too, well after I was alive again anyway, but that's a tale for another time and," he glanced down at the bottle in front of him, "a little more booze."

"Spike, what is going on here? What is it that you guys so desperately needed help with? I can feel some serious lingering mojo, but it doesn't seem like L.A. is in any more dire a situation than usual."

"'S not anymore."

"What happen?"

"Angel took a swing from inside the belly of the beast. Then said "beastie" coughed up all sorts of nasties to maim and murder us all. Got most of us too, only the great poof and yours truly managed to come out kickin'"

"Gunn?"

"Garesh Ka."

"Lorne?"

"Assassins."

"Wesley?"

"Sorcerer by the name of Vail, Cyvus Vail."

"Fred?"

"Taken over a few weeks ago by a hell god by the name of Illyria. Illyria fought with us when all hell broke loose, killed by a few demons who jumped her all at once. Tough bird."

"Cordelia?"

"Ah, Cordelia, she passed away peacefully in her sleep."

"You've got to be kidding me." _That_ was a shock, she didn't realize that kind of death was an option for any of them.

"Well, there was this whole matter of some kind of possession by a higher being and a hellish pregnancy that resulted in a full grown woman who tried to take over the world, but I wasn't here for that. Not really up on all the details."

"I'm so sorry Spike, I should have been here to save Fred, to save all of them." She was so pissed at Giles. If he wanted to decline to help, that was his right, but he should have _told_ her.

"Already said, not your fault luv, the watcher didn't tell ya. Trying to protect what's his, can't say that I blame him too much either." At first when they'd lost Fred he'd been furious at the Watcher, but after seeing how things turned out, he was kind of glad she hadn't been there for the end. He was equally relieved that Willow hadn't been there, or maybe even more so.

"So, what do you say? Let's have a few drinks." She reached for the bottle sitting in front of him and motioned for the bartender to bring a glass.

**Back together at last, now let's work on getting everything out in the open :)**


	32. Revealing

They'd had a few drinks, but neither of them were even tipsy. The glasses had long been pushed aside in favor of playing catch up. She'd been filling him in on all the goings on with the Scoobies, and he'd reluctantly told her about his ghostly adventures. He'd noticed that in all the information she'd so readily provided about Dawn, Giles, Harris, and Buffy, she'd not mentioned Kennedy at all.

"So, how are things on the home front Red? You and your chit have a pretty little hut down in Brazil?"

"Uh yeah, or we did have, now it's just mine. Kennedy doesn't live with me anymore. She - well, it just wasn't working out." And boy was she glad she'd figured that out and they'd decided to move on. She was having some seriously more than friendly thoughts about the man sitting beside her right now. She almost told him a few minutes ago that she'd remembered everything shortly after his demise, then thought better of it.

If he wanted her to know, if he was interested in picking up where they left off, well he'd kiss her. _Then_ she'd fess up and apologize. She'd explain to him why she'd done it in the first place, confess her love for him and hope he didn't laugh at her. If he didn't make a move, then she'd let him go on thinking she didn't know and try her hardest to be nothing more than his friend.

So, Kennedy was out of the picture? That was the best news he'd heard in a long time. Now the hard part, should he do it? He knew he was risking being turned down again and he knew that might very well rip out his newly acquired soul. But he was thinking it might be worse to never know what she would have said, if just maybe she might feel the same way. It was a long shot, but he was starting to think it was one he was willing to take.

"Willow, if I had something of yours, something that you'd left with me, trusted me to keep for you, something that you'd forgotten I even had, would you want it back? Wait, that's not right, if I had something that we shared, it belonged to both of us, but I was keeping your half and mine, would you want me to give your half back?"

"That would depend."

"On what?"

"Well, let's say we bought…….. a monopoly game together. Let's say the board, the houses, and all the game pieces belonged to me, and the money, the property cards, and the hotels belonged to you. If you were just going to give me what belonged to me and walk away, then no. I mean what's the point in having half a game of monopoly _and_ no one to play with? But if you wanted to stay and _play_ the game with me again, then yes. But, I guess that wouldn't be you really giving my half back to me so much as sharing _our_ game again."

Her analogy alone was enough to make him suspicious, but add in her increased heart rate and the scent of her arousal tinged slightly with uncertainty and fear and he _knew._ She'd never cast the bloody spell. All this time she had sat back and watched him suffer, probably _laughed_ at his pain. That was nothing new, but to think of _her_ doing that to him? He was furious.

As the last words escaped her lips and jumped up off of his barstool and practically ran for the exit. She raced to catch up with him, but her human legs were no match for him and she lost sight of him in the crowd. She glanced around to make sure no one was paying much attention to her then closed her eyes as she whispered the words that would place her in his path.

He'd just hit the sidewalk when she was suddenly standing in front of him. "Sod off Red."

"What is your problem Spike? You asked me a question and I answered. Why are you running away?"

"'M not running away, I'm trying to keep from eviscerating you right now. Wretched soul wouldn't care too much for that even if the demon _is_ demanding your blood. And _don't_ pretend like you don't know what's going on. You never did the spell, let me think you did though, huh? Bet that provided some nice entertainment for you, yeah?"

"Goddess Spike, I did the spell."

Ok, so maybe she didn't do this to him on purpose, but still she could have told him it didn't work.

"Why didn't you tell me it failed?" There was so much pain on his face and his eyes were so tortured that it broke her heart.

"It worked Spike. The spell worked. Just a little over an hour after I left I couldn't remember ever being with you. As far as I knew I never even ran into you in front of the Magic Box that first night."

Well, that's not what he was expecting, but he could tell she was telling the truth.

"Ok, if it worked like it was supposed to, then how do you know? I didn't kiss you, I _know_ I'd remember that."

"Let's discuss this somewhere a little more private. I'll get a hotel room and we can hash this out, ok?"

He sighed wearily, "No sense in that, got an entire hotel at your disposal and your virtue is safe with me."

She snorted at that. "Spike, you know I haven't had anything resembling virtue in quite a while. But yeah, that sounds good." She took his hand. "Lead the way."

**Oooooh, are you excited? I know I am. Just a couple more chapters to go! YAY!!!! **


	33. Blaming

As they walked in the front door of the familiar hotel Willow was just a little shocked at it's current condition. There was a thick layer of dust covering the counter tops and the sheets that sheathed the furniture. At least somebody had thought to try to protect at least that before allowing the once nice hotel to slowly start falling in on itself.

Looking around she noticed several of the windows had been broken. There was also some minor damage to the tiles in the entryway. She had a sneaking suspicion that had more to do with normal wear and tear inflicted upon innocently by-standing inanimate objects being unfortunate enough to be owned by those absorbed in the good fight. Goddess only knows how many times they'd made repairs to similar damages when they'd lived at Buffy's house. However, the state of this place went a little beyond the expected roughness, but was just this side of uninhabitable.

There were some places where it looked as if the ceiling was close to giving way, but upon further inspection she realized it'd hold a while longer yet. The stairs were incredibly squeaky and she noticed several that were a little weak, or would need to be replaced all together. Fortunately it was summer so the broken windows and holes of various sizes in the outer wall were not causing as issue with warmth. They did, however, make the place a little less fortressy and safe, but then again, she was here with two vampires. Add that with the fact that she was quite capable of taking care of herself and she wasn't really concerned with someone barging in.

They were in the hall now, on the first floor, and the need for repair was a little less obvious. "So, which room are you staying in?"

"Second floor, figured this place was big enough that there was no need for the pouf and I to have to keep running into each other. His room's right up here, just going to step in and let him know we've got company."

"K, I'll come in with you, haven't seen Angel since the whole re-ensouling debacle, the _second_ time around. Kinda miss the great, broody lug."

"Don't think that's such a good idea, ducks. He's not much for entertaining these days."

"Oh, ok. I mean, sure I can understand, world ending affairs can really take it out of you, and if you've been through it more than once………………."

"Yeah, poor bugger lost everyone this time around. Knew what they were getting into before it all hit the fan, but they were something else, lot like you and the gang. Merry band of misfits, they were, but wouldn't dare walk out on each other. In for a penny in for a pound and all that. When one stood up to fight, in this case Angel, they'd all fall in line behind, or beside as the situation might call for."

"You keep saying 'they', but I have it on good authority that you were right there with them." She smiled at him again and he was sure his insides had just turned to mush.

"Yeah, you know me, always ready for a spot of violence."

"Yes, I'm sure that's what it was." She had a knowing look in her eye, but he was thankful that at least she didn't call him out on his softness out loud.

"Anyway, Peaches has it in his head that it's his fault. Blames himself for dragging humans into a fight they had no chance of surviving. Nevermind the fact that it would have taken an army to stop them. Stupid git."

She could see the guilt clouding him as well, but chose not to point that out. He hadn't boarded himself up in a dilapidated hotel and shut out the world, so she had a feeling he was at least dealing with it better than Angel.

"Ok, so you go in there and let him know that I'm here and I'll wait out here like a good little girl." The gleam in her eye along with the last few words propelled him toward the door, suddenly even more anxious to get her to his room for…………….._explanations_. He didn't knock, never did, just let himself in. He found himself face to face with his grandsire in full game face, looking more like Angelus than he had even during his short soulless stint in Sunnyhell.

"What the bloody hell, ya ponce?" That was all he managed before he was savagely thrown against the wall and Angelus stalked past him like a man on a mission. It took him a minute to clear his head before he realized that he was heading straight for Willow and the growl he'd emitted upon swatting the younger vamp like a fly had been 'How _dare_ one of _them_ come _here_.'

It was only a few steps, but with an enraged Angelus looming over his sweet little witch, it felt like the longest sprint of his unlife.

"Oh, hi Angel, Spike said you wouldn't, um Angel, you do realize you're all 'grr'………….."

"Willow. Now you show up, huh? Now that the dust has settled and everyone that matters is _dead_? Now that Fred is lost not only in mind, but in body as well? Now that I've lost everyone I care about, everyone I _loved. _Couldn't be bothered when you were actually needed, could you? No, too busy playing housedyke off somewhere in the Himalayas. People _died_ Willow, good people, _great_ people, _you_ could have stopped it."

"Angel, I didn't….." She was crying, but not because she was scared of him, but because he was right. She _could _have stopped. Could have saved them all so much pain, if only she'd _known_. But, that was no excuse, if she'd have been keeping up with them, keeping in touch with them like she should have, then she would never had have to rely on Giles to inform her of the situation the L.A. gang was in.

Now it was Spike's turn to release the demon, and by the time he effectively pinned the barmy git to the ground he was fully vamped out as well. He knew that Willow could stand on her own if it got physical, but _nobody_ was going to talk to _his_ Red like that. Keeping Angel down wasn't a problem. The man had been on a bender since they'd left the alley that night, but just for good measure, and because he was pissed at him for making his witch cry, he slugged him three times before sliding back and resting the weight of his body on the midsection of the man under him.

"Not her fault, mate, she didn't even know what was happening. Not your bloody fault either, someone needs to tell you that, cause that's what this is really about. They dedicated themselves to this life long before they followed you into battle. They're gone, but they went the only way they knew how - as heroes, as champions, as _warriors_. They're gone Angel, but we're _not_, and they'd be right pissed to know that _this_ is how you're carrying on without 'em" Spike's face was inches from Angel's now, and they'd both slipped back to their human guises some few minutes ago. Spike ran his hand gently across the older man's brow and without caring about the consequences, or what Willow would think, he laid a soft but platonic kiss on Angel's cheek.

He wasn't sure if it was the truth of the words he'd spoken, or his momentary lapse in his not-so-real hatred of the other man, but Angel was suddenly sobbing into Spike's shoulder. With a weary sigh and an apologizing glance up at Willow- who thankfully was no longer crying but looking at him as if he'd lost his mind, he lifted Angel into his arms and headed back to the room he'd burst from earlier.

"Sorry, Red. Room 219 if you wanna go on up and wait on me. Won't be long, just need to get the wittle baby tucked in." The words were harsh, but his face was full of concern and affection for the man he was carrying so effortlessly.

"It's ok, just…….take your time, take care of him, he needs it."


	34. Holding

She made her way to his room, no longer taking too much notice of her surroundings. She was thinking about Angel and the truth of what he'd said to her. It _was_ at least partly her fault. As he'd said she was sure she could have saved Fred, as she was also sure that she could have been a great asset in the fight. But, she'd long ago learned a valuable lesson in moving on. There was no use dwelling on a past she wouldn't change.

_Could _she change it? Yes. Her Goddess had bestowed a great gift upon her, she had the ability to achieve just about anything she wanted. However, with that power came serious responsibility. People were dead, but people were supposed to die. The world had been saved, yet again, and as much as the knowledge pained her, that was all that truly mattered. She wouldn't upset the balance of the universe to save those who had willingly sacrificed their lives for the cause. They had all known the stakes when they had committed to this war so many years ago.

She found his door and reached for the knob, but then drew her hand back. It seemed wrong to enter his personal space without him there. There was a time, in the middle of their short - whatever it was- that she'd have gone on in and made herself comfortable snuggled under his covers. But she no longer shared that kind of intimacy with him and didn't want him to think her presumptuous. So, instead of letting herself in, she lowered herself to the floor assuming the lotus position. She closed her eyes and began to take deep soothing breaths, calming herself for the confrontation to come.

She was going to tell him _everything,_ how she really felt about him, how she'd come to remember that piece of information, how empty she'd felt without him, and right down to the blessings that had been given to her as a result of the spell she'd cast for the potentials. As least some of it, if not all of it was going to upset him. She just hoped that he'd be able to handle all of her revelations better than Angel had dealt with her mere presence.

She was really worried about Angel. She knew his soul was still intact, she'd made sure they'd never have to worry about him losing it again. But, she knew both Angel and Angelus and a few minutes ago, he'd been almost pure Angelus. The way he'd charged at her had stirred up old memories of being stalked and taunted by the evil vamp and for an instant she'd been frozen with fear. She really thought that if Spike hadn't intervened he probably would have killed her, drained her before he even realized it.

Then Spike had said exactly what Angel needed to hear and with one simple kiss the big, scary, vampire had been reduced to tears. She was stunned by Spike's behavior toward the "ponce". The kiss had been enough to leave her standing there with her mouth agape, there had been _nothing_ sexual about it. If it had been like that, it might not have surprised her so much. She knew that they'd had a relationship like that once upon a time, Spike had told her. It wouldn't be so abnormal for them to have fallen back into old habits in the face of such great hardship.

But, it _hadn't_ been like that, not at all. Spike had kissed Angel so sweetly, with so much care. Then he'd _carried_ the other man to his room. Spike would have a very hard time convincing her _now_ that he hated Angel. She suddenly realized she was no longer alone, he hadn't made a sound in his approach, but she always knew when he was nearby.

"Hey, how's he doing?"

-------------------------------------------------------------------------------------------------------------------------------------

He laid Angel down on the bed and set about undressing him. Many years ago this task would have aroused him, a few years ago it would have aroused _and_ repulsed him. Now? Well, now he was just caring for a friend who needed him and all he really felt was sympathy.

Once he had Angel down to his skivvies, he covered him and joined him on the bed. Angel hadn't stopped crying since the scene in the hallway. He knew how to deal with an angry, annoyed, bored, or even horny Angel(us), but a weeping Angel was a whole new world. So, he did the only thing he could think of, exactly what he'd want someone to do for him. He sat up, resting his back against the headboard and pulled the other vampire into his arms.

He positioned them so that Angel's left arm was behind him and his right arm was across Spike's stomach. He was likewise holding Angel, whose head rested on his chest. He was soothingly running his hands through Angel's hair and making quiet little shushing noises. He was sure that tomorrow he would regret this and Angel would be horrified by it, but tonight, well, it just felt right. It felt like he was finally doing his part to get them past this, to help them move on.

He didn't want to rush this, he knew that Angel needed to get it all out, to finally let go of everything. But, he could still smell Willow surrounding him, could hear her heartbeat on the floor above him, and he was eager to get back to her. After all, he'd spent the last year in the company of Broody, but it had been over two years since he'd actually been in the same room with a Willow who _knew_ him.

He held Angel for almost forty minutes before the sobbing stopped. It was another fifteen before he was sure the other man was asleep. Five minutes later and he was sure an earthquake wouldn't wake him. He easily slipped out from under the other body. He slipped a pillow under his head as best he could. Then, because he might never get the chance again, or might never feel the desire to do it again, he laid one more fleeting kiss on his grandsire's lips and then quietly made his way out of the room. He pulled the door closed behind him, but changed his mind and left it open just a smidgen so that he could better hear if he was needed again.

He was as silent as the night as he crept up the stairs to the second floor. It was habit for him, he wasn't trying to sneak up on her, until he saw her sitting on the floor outside his room. She was sitting kind of Indian-style with her hands on her knees, he recognized it as her meditative pose. Her eyes were closed and she was breathing very slowly, she looked so tranquil that he didn't want to disturb her. He stopped halfway down the hall and crouched, just taking the opportunity to watch her uninterrupted.

She was still so very beautiful. Her hair was a little darker now and he had a hunch it hadn't occurred naturally, but whether it was a spell or a bottle, he couldn't tell. Either way it suited her nicely, he'd loved her almost orange locks, but this look was definitely more becoming of the woman she was now. He drew in a deep breath and took a moment to absorb her unique scent. In the bar he'd gotten small whiffs of her here and there, but there had just been too may other people and smells around for him to be able to enjoy it. She still smelled the same, except now there was more spice than apple, and a helluva lot more magic surrounding her.

She jerked him out of his inner musings with a question. "Hey, how's he doing?" He hadn't even realized she knew he was there.

"Better, sorry about that, Red. 'Bout how he acted _and_ sending you off on your own."

"That's ok, he's lucky to have you. If he's better for a little while, does that mean we can have that talk now?"

"Sure," He walked over to her and offered her his hand, "Help you up, luv?"

She playfully lowered her head demurely and batted her eyes, "Why, thank you kind sir." That won her a smirk, the likes of which she hadn't seen in such a long time.

"Not a gentleman love, not even _with_ the soul, haven't been in many, many years." A small self deprecating snort escaped him.

"I never thought you were so bad. You always knew just how to take care of _me_, and that was _before_ the soul."


	35. Hugging

She wasn't sure what she'd expected to see on this side of the door, but she was still a little shocked by the bareness of his room. The bed itself was pretty typical of what you'd find in a hotel, complete with the ugly flowered, paper thin comforter. The walls were only slightly different than the ones in the room Cordelia had been in the last time she was here. There was nothing atop the dresser, but she did notice the lack of dust, and the carpet looked a little cleaner in here than it had in the hall, so at least he'd tidied up.

What was most startling was what sat on his night stand. Three frames holding pictures she thought she'd never see again. One was of Xander, Buffy, and herself taken the first summer they'd known each other. They were so fresh faced and young, each knowing what evils lurked below the surface of their seemingly quiet town, but still innocent and unfazed. Gods, they'd thought they could take on the world back then, and looking back, she supposed they'd been right.

The second was a picture of Dawn. It was a simple but cute snapshot of the younger Summers girl sitting on the sarcophagus in Spike's old crypt. It was the only one of the three she'd never seen before. It was worn slightly on the edges and had a crease running down the middle. It looked as if it had spent most of it's life folded up in a pocket.

The third she couldn't help but to pick up and examine more closely, just to be sure her eyes weren't deceiving her. It was a shot of her taken by Andrew shortly after her return from England. She looked wary and tired, a little sad even, but there was hope in her eyes. It was obvious that she was the focus of the shot, and even though she'd seen the picture so many times, looking at it now, with everything she knew, she noticed something different.

Behind her, the only other person discernable was Spike. He was looking at her with what might at first be mistaken as boredom, but looking deeper she could see it for what it really was. He was reclined in the chair behind her. His arms resting on his chest and his head cocked ever so slightly to the side. His lips were parted minutely and there was just the barest whisper of a smile. He was staring at her longingly, lovingly almost. She ran her finger first over the image of herself, then more slowly over just his face.

"Spike, where? How? I thought these were gone. At the time it didn't seem so important, we were running for our lives and I had, well _other_ things going on, but later I was so upset that we'd lost all the pictures. I didn't think I'd ever see them again."

He reached up to brush a single tear from her cheek and smiled.

"Somehow I knew we weren't coming back. The night before, after……..everyone was asleep, I took a couple minutes to gather a few up, just in case. These are just the ones that are most important to me. Got some more put up. One of Joyce for the Bit and Buffy, thought they might like to have it. One of Gl-Tara, knew it'd hurt you to lose that. Also got one of Anya and one of Giles, just grabbed those cause they were the only ones of the group I was missing. Sure will come in handy as a kind of peace offering though if I ever see the whelp again."

She was smiling her thousand watt smile under watery eyes that were threatening to really let loose.

"You really are amazing, Spike. Really amazing."

"I was just happy they survived the burning and ensuing resurrection."

"So, these are the important ones, huh?" She asked, still clutching the frame containing the picture of him and her.

"Yep. These are the ones that stay out no matter where I go. Had to sneak back into Wolfram and Hart the other night for them. But, I'd die again 'fore I'd lose these."

"I've never seen this one of Dawn."

"Yeah, Bit brought her camera by one day, was playing around with it, but once they were developed I fell in love with that one. Pretty good angle, 'course I had a stunning target. But anyway, never had anywhere nice enough to put it in the crypt, so just always carried it in my wallet." He reached down and picked up the frame, looked at it for a second and then lovingly pulled it to his chest.

"This last year, anytime I'd wonder why the bloody hell I was staying here. Anytime I wondered why I was fighting, I'd pull this out and have a look at innocence, beauty, trust, and love personified. Always made everything a little easier, to know I was fighting to make this a better place for the Dawns of the world to grow up."

She sat her picture down and gingerly removed the one of Dawn from his hands, placing it back on the night stand. Then, she turned to face him.

"Ok, so we both know we need to talk, right?" He immediately took great interest in his shoes, but nodded his head in the affirmative. "Before we do, there's something I need."

No pause, no dawdling, he met her eyes and replied simply "Anything." It stole her breath and stopped her heart before sending both into overdrive.

"There are a lot of things I've got to tell you, some of them you're probably not going to like. A couple might have me finding myself kicked out on the curb. But with what I've done to us, to _you, _in the past, I want to make sure I get it right this time. So, no lies, no hiding from reality, I'm going to leave out nothing, no matter what it costs me. But before we do that, before you have to decide if you hate me, could I just have a hug?" She held her breath afraid for some reason that he'd say no.

She didn't have to wait long, she'd barely sucked in enough air to hold before she was against him again. This time without the lie that she didn't remember between them and it was _great_. More than she ought to have but not nearly as much as she wanted.

"I've missed this so much. Missed _you_ so much, luv. It was always so hard having you right _there_ but being pretty much a stranger to you again. You don't know how many times…………" He was crying, his tears falling onto the hand he'd placed on the top of her head.

"I'm sorry, Spike," a little sniffle and he knew his tears would find company with hers, "I'm so damned _sorry."_

"Shhh, Hush now pet. 'S ok, we're here now, right? I know I'm better for it, if you hadn't done what you did, I'd still be the same bastard I was then. But, since you say you've got things to tell me that might make me hate you, which isn't possible I might add, I've got a request too."

She took a page out of his book, "Anything."

"Can I please, _please,_ have that kiss? You know, the one I was supposed to get to enjoy while you took a stroll down memory lane?" He tried to sound as confident as he always did, but the question was strained and there was a little quiver at the end that gave him away. But he didn't get to dwell on it because she was kissing him, and it was like finally coming home.

**So, we really are almost there, I took a last minute detour, I wasn't planning on having Angel in the story at all. My muse had different plans and wouldn't leave me alone until I threw him in there. Don't know yet if I'm going to tie things up with him, or just leave him moping in his room. Guess it all depends on what _she_ wants. Either way, hope you're still enjoying this, it's becoming so much longer than I originally thought, but I'll keep dragging it out til I feel like it's done. :)**


	36. Telling

With his hands gripping her back and his tongue doing wonderful things to her mouth she wondered how she had ever let this man go. She started to slip into that daze that he had always seemed to be able to create for her. Then she remembered that she still hadn't said _anything_ that she needed to say. This was good, great even, she most certainly wanted to do more of this, but she had to clear the air first. She didn't want another taste of what he could offer only to have him jerk it back. She pulled away from him and his disappointment was vocalized in the form of a growl. The kind of growl that shot straight to her center, almost causing her to dive back in for more. But _no_ this couldn't wait.

"Spike, just slow down for a minute, remember the talking thing?" he interrupted her with what was promising to been a _very_ convincing argument - who could say no to Spike lips? - but she was determined.

"Look, we can continue this, and I _promise_ if you don't kick me out when we're done talking, we _will _continue this. We'll do this and so much more, for as long as you want. But, I _need_ to do the talking thing first, ok?"

"Bloody hell, Willow, I've already told you that _nothing_ could make me turn you away. I've wanted this for so long, _needed_ you for so long, can't we do this first? Then we'll talk, once we've gotten reacquainted with each other, once we're both good and satisfied. I can tell you want me, can smell it, and I sure as hell want you, so, shagging first, talking second." He started to kiss her again, but found himself unable to move, couldn't even twitch a soddin' finger.

"Now you're wondering why you can't move, right? Well, mainly it's because I don't _want_ you to move. Pretty impressive, huh? See, I _told_ you we needed to talk. Here's the thing, if you kiss me again, I'll give in. We'll fall in that bed over there and I imagine it'll be a few days before we come up for air. Why am I telling you this? Because I'm going to give you a choice, in just a minute I'm going to let you go and you can do whatever you want, ok?"

She took a step back from him and almost laughed at the picture he made. He was standing in the middle of the room holding an invisible body that he was all puckered up to kiss. She didn't laugh though, because she was still fighting the urge to fill that space in front of him again, release her hold on him, and allow him to have his wicked way with her. So not a good idea.

"But, before I let you go, you should know what I what and what I need. What I want is for you to throw me on that bed and for us to spend the next few hours ravishing each other. What I need however, is for you to take a step back and listen to what I have to say. _Then_ you can decide where we should go from there."

She ran a finger down his spine, then stepped back again just as his arms fell to his sides. He took an almost endless breath, then made his way to the chair beside the dresser. Slowly, he sank into it and held his head in his hands.

"Point made, Red. Now talk, but do it fast or so help me…………."

"Hey, Willow Rosenberg here, babble extraordinaire, just sit back and try to keep up. Oh, and if you have any questions, jump in at any time." He nodded his assent so she began.

"Ok, so I did that spell right, and I lost my memories of you, of _us_, one at a time. I fell asleep just as I was wondering why I'd even cast a spell to begin with. When I woke up, it was all gone, but I felt different, of course I didn't realize it at the time, then I thought I was just missing Tara more than normal. She came back the next night, but I still didn't feel whole. There was this whole part of me that was just _gone_. I was missing you, but I didn't know that I was. Did you know that after you came back I used to come to the door of the basement almost every night?"

He nodded, but didn't elaborate, so she continued.

"I'd just stand there, trying to build up the courage to knock. We were both so hurt and I thought that was why I kept wanting to run to you. I thought we might be able to understand each other better than anyone else could, and I was right, but not only for the reasons I thought. Obviously I never did come down there, but I wanted to so badly. Then, the day you died? Goddess I wanted to rip the world apart again to find you, bring you back. But something in me had shifted as I did that spell and I was able to control my urges. The pain of losing you was so much worse than it had been to lose Tara, but I still wasn't sure why."

It hurt to know he'd caused her so much agony, even if he had done it to save her, to save them all. Her voice was cracking and the pain she'd felt was evident in every word. He wanted to hold her. He leaned back in the chair a little more and motioned for her to sit on his lap. She gave him a small smile and shook her head.

"In a few minutes ok? I need to get this all out and I might get distracted if I'm touching you. So anyway, after that everything came back. Not all at once, it started with dreams that I had to fight to recall when I woke up. I knew right from the start that it wasn't just my grief, every time I slept, you were there and it was always so _real_. So I knew what I'd done before I ever even remembered exactly what had happened. I woke up one night and everything just fell into place and I was finally able to make sense of everything I'd felt before and after your death. It _hurt_ Spike, it hurt so much. Losing you was bad, but the worst part was knowing that I'd pushed you away, knowing that I'd wasted all that time we could've had together. The next day I got up and finally had the talk with Kennedy. I had been putting it off for a while, but then I knew that I just couldn't keep pretending with her."

Missing him while she was with Tara, pretending with Kennedy, surely she couldn't be implying that she felt more for him than she had either of them? No, that couldn't be it, no one that he'd felt this way about felt the same way about him.

"She was great about it, said she understood, said she'd been feeling the same way. So she packed up and left. It was just a couple weeks after that when Andrew slipped up and told me you were back. You know pretty much everything from there. OH, except how I found you. That's important too, or at least a little. Do you remember the rose from that last night? Well I saved it, wrapped it in a sandwich bag and slipped it inside a spell book before I fell asleep. I came across it several times afterward, but I could never quite place where I'd gotten it. I knew it meant something to me, else I'd have thrown it out instead of saving it. And lo and behold, when I needed something connected to you in order to find you, TA-DA, there it was."

Ok, so she'd brought him up to date, but there'd been nothing in there that was bad, nothing that even she could think would make him not want her. So, there had to be more.

"That's not all is it, Red? Come on, let's have it."

She'd been pretty calm through all of that, but that had been the easy part. Now she had to tell him the parts that would probably piss him off and scare the hell out of him.

"Yeah there's more, I'm just not sure which to tell you first. I mean, I need to tell you _why_ I did this to us in the first place, but I'm not sure if that should come before or after I tell you what's going to make you hate me."

"I could _never_ hate you, pet." She looked into his eyes and saw the truth there, she also saw other things. Things that resembled certain things that she was feeling. So she threw caution to the wind and let everything pour out.


	37. Explaining

"When I released all the potentials, gave them the power that is their birth right, _I_ changed. I felt it then, a surge of power and magic like I'd never even dreamed. And - and, it was just so, _amazing_. I was overwhelmed. I knew I couldn't expect it to last, it was just too much, too _good_. I knew I didn't deserve it, couldn't deserve something so great, so I waited for it to dissipate, for the Goddess to realize that. But, it never did, _she_ never did. Or, maybe she's testing me, I don't know, but a whole year it's been like this, and it's just so, _so_…………." She was in full babble mode now, and he'd missed this, but he had a mission. Get her to spill her guts, figuratively speaking, of course, and get her in the sack, it had been entirely too long.

"Red, luv, you know I think it's cute when you babble til you're blue, but could we please get to the point? There will be plenty of time for this _after_ the shagging, yeah?" He grinned and mixed a tiny bit of his little boy pout in, just for good measure.

"Sorry, it's just that this is kind of important, but I'm scared to death to tell you. No one else understands and Goddess knows if I told Angel he really would go all evil-tear my head off on me," She backed away from him and looked seriously into his eyes, "Come to think of it, you may too."

She was scared, but not of what he might do to her physically. If he turned her away, if he didn't want her anymore, it just might break her. She couldn't handle that, but she knew she had to tell him, they'd had enough secrets and lies between them to last _his_ ridiculously long lifetime and then some.

"Out with it Willow, or I'm going to _start_ doing some tearing and I can't promise your clothes will come out of it intact." She steeled herself against his anger and possible rejection, and forged ahead.

"I can move through time. The past, the present, the _future? _It means nothing to me now. I'm here simply because I wish to continue the journey I started, continue the path my Goddess has laid out for me."

He stared at her in open disbelief for a fraction of a second, then quickly reclaimed control of his facial expressions and reactions. All time at her disposal, the bloody _world_ at her fingertips, and she was _here?_ With _him?_ That was it, he had to have been some kind of saint in a past life to get this lucky. This fiery pixie, this red haired goddess, this beautiful woman who could bend time and place at her will, wanted to be here with him.

"That it then?" He didn't even look mad. He'd looked shocked for a minute, but now he just looked slightly confused and more than a little pleased. He didn't get it, didn't understand what this meant for Angel and himself.

"Spike, don't you see? I could change it. I could go back and change not only Fred's fate, but the fates of everyone involved. I could save your friends, could change the way everything happened. I'm telling you that I have the ability to do that, but I'm also telling you that I _won't_." Now she sat on the edge of the bed and covered her face with her hands, unwilling to meet his accusing eyes and impending angry outburst.

"Oh no you don't." He easily lifted her into a standing position and pulled her hands from her face. "I've waited too bloody long for this, missed you too much for you to hide from me now. 'Sides, you never let me off that easy."

She blushed a little at his reference to their first night together and he was happy to see that he could still have that affect on her.

"So, you could change it. Big soddin' deal. We both now how buggered up things can get when you go messin' with destiny like that, right? Might be able to change it, but who says it would be for the better? We can't know that. More 'n likely things would end up a right sight worse than they are now."

Now _she_ was the one with her eyes bugging out and her jaw hitting the floor. He understood? Not only did he understand, but he trusted her judgment. If it was possible, she fell in love with him just a little bit more.

"You're really not mad at me? Don't think I'm being selfish? I mean, I refuse to do it because of the impact it could have on not just L.A., but the entire world as we know it. But really Spike, I'm glad that I have that excuse to fall back on, because it scares the hell out of me to think that you might be lost instead of one of them. I can't lose you, not now, not when I've only just found you again." She placed her small, warm hand on his cheek and he saw the terror in her eyes at the idea that he might perish.

"Not going anywhere, sweet. Not mad at you either, can I show you just how _not_ mad at you I am now?" He almost said please, but wasn't it bad enough that he was pretty much begging to begin with?

"Not yet, there's one more thing you've got to know, just one more thing I've got to tell you, then we can make with the - 'shagging' - if you still want." now he could smell the fear on her, pouring out in waves, battering against him and it just made him sad. He didn't _want_ her to be scared of him anymore, he wanted her to lo-

"I love you."

He stood still as a statue, not looking at her, staring at the wall just behind her head. His jaw was clinched and he looked as if he was getting ready to storm out of the room or maybe just toss her out. She'd known this would happen.

"Come again, Red? Think I heard you wrong." She couldn't, there was no _way_ he'd just heard those coveted words come from her. There was no way this woman loved him, he wasn't worthy of her admiration or her devotion. But, couldn't he please, just this once, have something this wonderful?


	38. Loving

Oh well, she might as well screw everything up royally, if you're going to do it, might as well do it right.

"I love you, Spike. And, just to clear it up, not in a friendly way. More like in a head over heals, can't live without you, might die if you leave me kind of way. I have for a long time, it's the reason I had to erase you to begin with. I still loved Tara, but you'd taken up first place in my heart. But, you loved Buffy, probably still do and I…..I just couldn't do that anymore. So, instead of _telling_ you, or dealing with it like a normal person and pining in silent agony, I used magic to put a band aid on it. Now though, well, I'd rather be your second choice than not have you at all."

How many years had he waited to hear those words? How desperately had he wished she'd be the one to say them? Instead of answering vocally right away, mostly because he couldn't, he pulled her back into his arms and kissed her as if he were a dying man and she was the air he needed.

When he moved from her mouth to trail moist lips down her neck and across her shoulder she lost herself in his touch.

He worked his way back to her ear and huskily whispered "Love you too, Red. Love you so much. Always loved you, wanted you, needed you, can't remember a time when I didn't. The years before I met you? I still needed you, just didn't know it yet. I stopped loving Buffy a long time ago, right about the time I ran into a cute redhead outside a magic store."

He turned them around until the back of his legs hit the old mattress - he'd have to think about replacing that now, couldn't have her sleeping on the springs sticking up in the center. Wait, she'd said she loved him, not that she was staying. He figured she was, but he'd wasted too much time in his long life assuming things only to find out he was wrong. With a heavy sigh he gently pushed her just far enough away so that he could think straight, but still close enough he could pull her back as soon as he had his answer.

"You staying then? Here, with us - with me? Or you going back to the jungle?" He knew the look on his face was hopeful, knew he looked like a puppy begging for a bone, but he didn't care. If it helped him get the girl, so bloody be it.

"Spike, the only place I want to be is wherever you are. If you want to go back to _Brazil_ with me, then we'll go. If you want to stay here, we'll stay. Heck, if you want to go live on the moon, I think I can arrange that too."

"Ummmm, the moon sounds nice, no one to disturb us, think of all the alone time we'd have to - _explore_ new frontiers." He pulled her back against him and fell to the bed, bringing her along for the ride. Once she was situated straddling him, he pushed her into a sitting position and raised up enough to pull her shirt over her head. She started to reach for his, but he grabbed her hands and shook his head.

"We've got all the time in the world, pet, just let me look at you for a minute."

When she lowered her arms he deftly popped open her bra and watched, riveted as it slid slowly down her arms. He ran his hands up the length of her torso, only stopping once to cup her breasts, before reaching her neck and pulling her down to tangle his fingers in her hair.

She chuckled, "What happen to the 'gotta shag _now_'? Who are you and what have you done with my vampire?"

Her vampire? _Her_ vampire. Yeah, he liked the sound of that. He sent up a silent prayer to whatever god, deity, or demon watched over reformed vamps that he could _always _be hers, that she'd always look at him like she was right now. So much desire, so much passion, so much _everything_ that he was thankful he no longer need to breathe, because he wouldn't be able to.

"Oh believe you me, pet, I'm going to make love to you, and _you_ are going to beg for me." He took her lips again, increasing his hold on her almost burgundy tresses, just tightly enough to be pleasantly painful.

This, this right here was a perfect moment. If she was in the habit of using her new found abilities at will, she stay right here indefinitely. Then his hands moved and he was pulling her flush against him. No, she was wrong, _this_ was perfection. With every movement, every bit of newly bared skin that found contact with his, every kiss of his lips, every thrust of their bodies it just got better and better. A _series_ of perfect moments blurred in her mind and she could no longer pick which sensation was her favorite, couldn't decide _what_ she'd missed the most.

He flipped them so that he was on top and quickly shed himself of his jeans, the last of the material separating their aching bodies. She was ready, not only could he smell it, he could feel how wet she was and there was no way he could wait any longer. He grasped her hand interlacing their fingers and extending her arms above her head. In one full body stroke he was sheathed in her heat.

They melded into one being, sharing the same space, moving in tandem, a timeless rhythm, her arching to meet every thrust and him bowing to accommodate her. Skin sliding flawlessly against skin, not an inch of their bodies losing contact, as if they'd been doing this for decades, centuries even. The world outside that room, that bed, lost all meaning to them. There was no yesterday, no tomorrow, there was only right now, this moment and they would cling to it as long as they could.

Willow was the first to crack. He felt her start to shudder, heard the low, desperate moan that signaled the beginning of her release. He quickly shifted both of her hands to one of his and lamented at his need to rise off her to get his other hand between them, but did so anyway. A few precise caresses, mastered over years of practice and an intimate knowledge of her body and he felt her internal muscle clench one last time before she let go with a scream.

That was all he needed to be pushed over the edge. A feral growl and his body was tensing, a couple sporadic jerks of his hips and he felt himself explode. As he came he drew a single shaky breath from her and filled his lungs, he could have sworn he felt his long-dead heart beat just once. For the first time in over a hundred years he felt truly loved and in that moment, in her eyes, he saw a man _worthy_of that love_._

_....................And they lived happily ever after._

_The End._

**Ok, so this was originally the last chapter, and I really don't think I could end it on a stronger note. But if you want, I could do a little more, tie everything up, maybe a sequel? Not really sure, what do you think? Your wish is my command. Either way, this one is done. :)**


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